Common use of Maximum Payments; Remedy Clause in Contracts

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 Subject to Section 7.6(b7.5(b) and Section 7.6(c) hereof(c), the maximum amount an -------------- --- Indemnified Party may recover from a Principal each Shareholder individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses or for any claim whatsoever under ---------- this Agreement (except as provided in Section 7.5) shall be limited to the amounts held ----------- Escrow Fund; provided, however, that, subject to Section 7.5(b) and (c) hereof, -------------- --- in the Escrow Fund with respect to such Principal Shareholdercase of Excluded Claims, and payment of the maximum amount that may be recovered from Parent Deficit, or the Subs for a breach of representations and warranties (but not covenants) pursuant to this Agreement Dissenting Share Payments, Losses shall be an aggregate limited to a dollar amount equal to the Escrow AmountMerger Cash plus the aggregate proceeds from the sale of the Merger Shares plus the market value of unsold Merger Shares, each as of the date of such claim is paid by settlement or otherwise. (b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement Nothing herein shall limit the liability of any party Principal Shareholder in respect of Losses arising out of any actions or omissions constituting fraud under applicable law with respect to the representations, warranties and covenants contained herein (i"Fraud") fraud, (ii) willful and intentional breaches of covenants on the part of such partyPrincipal Shareholder. ----- Notwithstanding anything in this Article VII to the contrary, (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)) only Principal ----------- Shareholders shall be borne by the Principal Shareholders severally, and not jointly, up liable for Losses related to the Merger Consideration received by each such Principal ShareholderFraud. (c) Nothing herein shall limit the liability of the Company or the Shareholders 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 as a result of such breach or inaccuracy; provided, that in the event the Merger does not close, the aggregate liability of the Company and the Shareholders shall not exceed five hundred thousand dollars ($500,000).