Maximum Payments; Remedy Sample Clauses

Maximum Payments; Remedy. (a) Except as set forth in Section 6.3(b) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in Section 6.2 hereof for Losses shall be $100,000. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) the Specified Representations, or (ii) any fraud, gross negligence or willful misconduct by any Person (other than Parent and its affiliates), gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant contained in this Agreement, or any certificates or other instruments delivered pursuant to this Agreement, each Stockholder shall be liable for all such Losses, but in the case of (i) only up to the full amount of the Merger Consideration received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud, gross negligence or willful misconduct. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing, except where Parent has waived a condition to Closing. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement.

Maximum Payments; Remedy. From and after the Effective Time, this Article VII shall provide the sole and exclusive remedy for any and all damages or other liability sustained or incurred by the Indemnified Parties or their successors and assigns as the result of any breach of any representation, warranty or covenant contained in this Agreement or any claim of negligent misrepresentation against the Company in connection with this Agreement or the Merger. No Stockholder shall have any right to contribution from the Company for any claim made by Buyer after the Effective Time.

Maximum Payments; Remedy. (a) Except as set forth in Sections 7.6(b), 7.6(c) and 7.6(d) hereof, the maximum amount an Indemnified Party may recover from a Stockholder individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to: (i) the amounts held in the Escrow Fund with respect to such Stockholder, and (ii) to the extent of any Excess Losses, such Stockholder’s Escrow Pro Rata Portion of such Excess Losses (not to exceed such Stockholder’s Consideration Pro Rata Portion of the first $4,500,000 of Earnout Consideration earned, whether or not yet paid to such Stockholder pursuant to ARTICLE VIII of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any party in respect of Losses arising out of any fraud or any intentional breaches of representations and warranties or covenants on the part of such party (it is agreed and understood that the Survival Date and the Threshold Amount shall not apply in respect of any such Losses); provided, however, that the maximum amount an Indemnified Party may recover from each Stockholder individually in respect of any such fraud or intentional breach shall be limited to such Stockholder’s Escrow Pro Rata Portion of the Loss attributable to such fraud or intentional breach, not to exceed such Stockholder’s Consideration Pro Rata Portion of the Merger Consideration actually received (including, without duplication, the amount contributed to the Escrow on behalf of such Stockholder). (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of the Stockholders in respect of Losses arising out of breaches of the representations and warranties contained in Section 2.2 or Section 2.11; provided, however, that the maximum amount an Indemnified Party may recover from each Stockholder individually pursuant to the indemnity set forth in Section 7.2 in respect of any such breach shall be limited to such Stockholder’s Escrow Pro Rata Portion of the Loss attributable to such breach, not to exceed such Stockholder’s Consideration Pro Rata Portion of the Merger Consideration actually received (including, without duplication, the amount contributed to the Escrow on behalf of such Stockholder). (d) Nothing herein shall limit the liability of the Company for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Relat...

Maximum Payments; Remedy. (a) The Purchaser Indemnified Parties, on the one hand, or the Stockholder, on the other hand (each, an “Indemnified Party”), shall not be entitled to any recovery resulting from Section 9.2(a)(i) or Section 9.2(b)(i), respectively, until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of such Indemnified Parties with respect to such matters exceeds $250,000 in the aggregate; and in such event, the Purchaser Indemnified Parties or the Stockholder, as the case may be, shall, subject to the limitations set forth in the remaining subsections of this Section 9.3, be entitled to be indemnified against and compensated and reimbursed to the extent all Losses from the first Dollar thereof; provided, that the limitations set forth in this Section 9.3(a) shall not apply to any indemnification claims relating to (i) any breach (or an allegation that would amount to a breach in the case of a third party claim) of any representation or warranty that involves fraud or Willful Breach (including pursuant to Section 9.2(a)(iii) or Section 9.2(b)(iii)) or (ii) any breach (or an allegation that would amount to a breach in the case of a third party claim of the Special Representations and the Fundamental Representations. (b) The maximum amount that the Purchaser Indemnified Parties may recover from the Stockholder under Section 9.2(a)(i), absent fraud or Willful Breach, shall be limited to the Indemnification Escrow Amount; provided, that (i) for any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Special Representations, the maximum amount that the Purchaser Indemnified Parties, may recover from the Stockholder shall be limited to [***] (the “Special Representation Cap”), and (ii) in the case of any breach (or an allegation that would amount to a breach in the case of a third party claim) of the Seller Party Fundamental Representations, the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholder shall be limited to [***] (the “Indemnifying Stockholder Proceeds”). Absent fraud or Willful Breach by the Company, the Stockholder or any of their respective authorized representatives (including pursuant to Section 9.2(a)(iii)), the maximum amount that the Purchaser Indemnified Parties may recover from the Stockholder under Section 9.2(a) shall be limited to the Indemnifying Stockholder Proceeds. The attributed dollar value of any Purchaser...

Maximum Payments; Remedy. No claim for indemnification may be made under Article VII unless and until the aggregate amount of Losses of the Indemnified Party that may be claimed thereunder exceeds $50,000 (the “Threshold”), and once such Threshold has been reached, the Indemnifying Party shall be liable to the Indemnified Party for the amount of Losses from the first Dollar. In no event does the aggregate liability of the Indemnifying Party under Article VII exceed 100% of the value of the Exchange Shares on the Closing Date (the “Cap”). The Cap shall not apply to any Losses as a result of inaccuracies in the representations and warranties contained in Section 3.35.

Maximum Payments; Remedy. (a) Except as set forth in Section 7.6(b) and Section 7.6(c) hereof, the maximum amount an Indemnified Party may recover from a Principal Shareholder individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to the amounts held in the Escrow Fund with respect to such Principal Shareholder, and the maximum amount that may be recovered from Parent or the Subs for a breach of representations and warranties (but not covenants) pursuant to this Agreement shall be an aggregate amount equal to the Escrow Amount. (b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of any party in respect of Losses arising out of any (i) fraud, (ii) willful and intentional breaches of covenants on the part of such party, (iii) the Limited Section 2.2 Representations as provided in Section 7.2(c). Subject to Section 7.2(c), any liability beyond the Escrow Fund pursuant to this Section 7.6(b)) shall be borne by the Principal Shareholders severally, and not jointly, up to the Merger Consideration received by each such Principal Shareholder. (c) Nothing herein shall limit the liability of the Company for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement or any Related Agreement if the Merger does not close.

Maximum Payments; Remedy. (a) Except as set forth in Section 7.3(b) and (c) hereof, each Stockholder’s Pro Rata Portion of the Escrow Amount shall be the Indemnified Parties’ sole source of recovery for Losses incurred or sustained by the Indemnified Parties. (b) Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses arising out of (i) any breach of or inaccuracy in the Specified Representations, or (ii) any fraud or intentional misrepresentation or willful breach by the Company of any representation, warranty or covenant of the Company contained in this Agreement, any Related Agreement to which it is a party, or any certificates or other instruments delivered by it pursuant to this Agreement, each Stockholder shall be liable for such Losses, up to the full amount of the Aggregate Consideration Amount received by such Stockholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any Stockholder) for any such Losses if such Person perpetrated such fraud or intentional misrepresentation or willful breach or had knowledge of the same.

Maximum Payments; Remedy. (a) Except as set forth in Section 8.5(b) and Section 8.5(c) hereof, the maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 8.2 hereof for Losses shall be limited to the dollar amount equal to the aggregate proceeds received by such Shareholder in the Merger. (b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall limit the liability of the Company or any Shareholder (and the Escrow Fund shall not be the exclusive remedy) in respect of Losses arising out of any fraud or any willful breach of any representation, warranty or covenant on the part of the Company or such Shareholder (c) Nothing herein shall limit the liability of the Company, the Shareholders or any other Person for any breach of any representation, warranty or covenant contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant to this Agreement if the Merger does not close.

Maximum Payments; Remedy. Except as otherwise provided in this SECTION 14.10, SECTION 14.2 and SECTION 14.3 hereof, from and after the Closing Date this ARTICLE XIV shall provide the sole and exclusive remedy for any and all damages or other liability sustained or incurred by the Indemnified Parties or their successors and assigns as the result of any breach of any representation, warranty or covenant contained in this Agreement or any claim of negligent misrepresentation against the Purchaser or the Seller in connection with this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary herein, the existence of this ARTICLE XIV and of the rights and restrictions set forth herein do not limit any type of statutory or common law remedy (i.e., not based on any indemnity right provided in this ARTICLE XIV) with respect to any knowing (meaning actual knowledge) or intentional breaches of the representation and warranties or covenants of the Purchaser or the Seller contained in this Agreement or a certificate of any officer of the Purchaser or the Seller delivered pursuant to this Agreement, or in the event of fraud, provided such remedy may only be pursued against the person who committed or authorized such knowing (meaning actual knowledge) or intentional breaches of such representations, warranties or covenants.