Common use of Maximum Payments; Remedy Clause in Contracts

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 7.3(b) and (c) hereof, each Stockholderthe maximum amount an Indemnified Party may recover from a Shareholder individually pursuant to the indemnity set forth in Section 7.2 hereof for Losses shall be limited to such Shareholder’s Pro Rata Portion of $9,400,000 of the Escrow Aggregate Common Stock Consideration Amount shall be the Indemnified Parties’ sole source of recovery for Losses incurred or sustained received by the Indemnified Partiesall Shareholders. (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 Person (other than Parent and its affiliates) in connection with 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 Shareholder shall be liable for all such Losses, Losses up to the full amount of the Aggregate Total Consideration Amount received by such StockholderShareholder, provided further that nothing in this Agreement shall limit the liability of any Person (including any StockholderShareholder) for any such Losses if such Person perpetrated such fraud or intentional misrepresentation or willful breach or had actual knowledge of the same, and nothing in this Agreement shall prevent or limit any right of other Shareholders for contribution from any other Shareholder who perpetrated such fraud or intentional misrepresentations.