Common use of Maximum Payments; Remedy Clause in Contracts

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.