Aggregate Cap. Notwithstanding anything to the contrary contained in this Agreement, the aggregate total amount in respect of which the Seller will be liable to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Agreement, including pursuant to Article 8, Article 9 and Article 11, will not exceed an amount equal to the Purchaser Deemed Entity Value.
Aggregate Cap. The maximum aggregate principal amount of Debentures Purchaser is obligated to purchase under this Agreement is $10,000,000 (the “Aggregate Cap”). Purchaser shall have no obligation to purchase any Debentures in excess of the Aggregate Cap.
Aggregate Cap. Xxxx’s shall fund payment of all Approved Claims for expense reimbursement under ¶ 2.1.1 and compensation for time spent under ¶ 2.1.1(a) or ¶ 2.1.1(b) and payment for the cost of the identity theft protection service under ¶ 2.1.2, provided however that Xxxx’s liability for funding such payments shall not exceed $2,000,000 (the “Aggregate Cap”), and provided further that Arby’s liability for funding payment for the cost of the identity theft protection service under ¶ 2.1.2 shall not exceed the Identity Theft Protection Sub-Cap. If the aggregate amount of the funding required of Xxxx’s under this ¶ 2.2.6 is less than the Aggregate Cap, Xxxx’s shall retain any unfunded amount. In no event shall Arby’s liability to fund payments under this ¶ 2.2.6 exceed the Aggregate Cap, it being understood and agreed in this regard that in the event the sum of the aggregate amount fundable for Approved Claims for expense reimbursement under ¶ 2.1.1 and compensation for time spent under ¶ 2.1.1(a) or ¶ 2.1.1(b), plus the aggregate amount fundable (after application of the Identity Theft Protection Sub-Cap) for the identity theft protection service under ¶ 2.1.2, equals an amount that exceeds the Aggregate Cap, the amount of each Approved Claim for expense reimbursement under ¶ 2.1.1 and compensation for time spent under ¶ 2.1.1(a) or ¶ 2.1.1(b) shall be reduced by a pro rata percentage such that Arby’s liability to fund payments under this ¶ 2.2.6 does not exceed the Aggregate Cap.
Aggregate Cap. Except where arising from breach of Article 14 or gross negligence or willful misconduct, the total aggregate liability of either Party to this Agreement arising out of the Services performed hereunder shall be [*]. Except as specifically stated in this Agreement, Company shall not be liable for Client-supplied materials. Such liability cap amount does not alter each Party’s insurance obligations under Article 9 (Insurance).
Aggregate Cap. The sum of (i) the aggregate amount of the Title Defect Values as to all Title Defects validly claimed by Purchaser and uncured by Seller as (x) agreed to by the Parties, (y) finally determined pursuant to Section 7.5 or (z) with respect to Title Defects with respect to which the existence of, or Title Defect Value with respect to, such Title Defect has not been agreed upon by the Parties or finally resolved pursuant to Section 7.5, the Title Defect Value with respect to such Title Defect claimed by Purchaser in the applicable Notice of Defective Interests (pending resolution pursuant to Section 7.5 at which point the Title Defect Value determined pursuant to such resolution shall be used instead for purposes of this Section 8.1(d)), plus (ii) the aggregate amount of the Environmental Defect Values as to all Environmental Defects validly claimed by Purchaser and uncured by Seller as (x) agreed to by the Parties, (y) finally determined pursuant to Section 7.5 or (z) with respect to Environmental Defects with respect to which the existence of, or Environmental Defect Value with respect to, such Environmental Defect has not been agreed upon by the Parties or finally resolved pursuant to Section 7.5, the Environmental Defect Value claimed by Purchaser in the applicable notice sent from Purchaser to Seller pursuant to Section 7.2(c)(i) (pending resolution pursuant to Section 7.5 at which point the Environmental Defect Value determined pursuant to such resolution shall be used instead for purposes of this Section 8.1(d)), plus (iii) the aggregate amount of all Casualty Values with respect to Casualty Losses, shall be less than 15% of the Unadjusted Purchase Price.
Aggregate Cap. Except as set forth in Section 8.6 (Exceptions), the total aggregate liability of either Party to the other Party arising out of this Agreement shall be limited to the [***]. Such liability cap amount does not alter each Party’s insurance obligations under Section 6.5 (Insurance). [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Aggregate Cap. The maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX for (i) the matters listed in Sections 9.1(a)(ii) through Section 9.1(a)(vi), and any breach of the Company Fundamental Representations (the matters in this clause (i), “Company Fundamental Claims”) or (ii) the matters listed in Section 9.1(b)(ii) and Section 9.1(b)(iii), and any breach of the Shareholder Fundamental Representations (the matters listed in this clause (ii), the “Shareholder Fundamental Claims”) shall be the Total Consideration that the Indemnifying Parties are entitled to receive under this Agreement (the “Aggregate Cap”), it being understood that (A) the Liability of each Indemnifying Party for the Company Fundamental Claims shall be several, and not joint, and limited to the portion of the Total Consideration actually received by such Indemnifying Party, (B) the Liability of each Indemnifying Party for the Shareholder Fundamental Claims shall be (x) limited to breaches of its own Shareholder Representations, breaches of its own covenants, agreements or obligations in this Agreement, or Taxes arising in connection with its own Company Management Shares, and (y) limited to the portion of the Total Consideration actually received by such Indemnifying Party, and (C) notwithstanding anything to the contrary in this Agreement, the maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX from the VSOP Holders and Promised Company Optionholders shall be limited to the Pro Rata Share of the Indemnity Holdback Amount, as adjusted pursuant to Section 1.4(h)(ii), of such VSOP Holder or Promised Company Optionholder solely in respect of their VSOPs or Promised Company Options, as the case may be.
Aggregate Cap. Except in the case of claims for fraud, breaches of Fundamental Representations or willful breaches of covenants, the aggregate liability of Seller or Purchaser (as the case may be) under this Article VIII shall in no event exceed $20 million.
Aggregate Cap. The aggregate liability of the Sellers for any breaches of this Agreement shall be limited to EUR one hundred million (100,000,000), except in the event of a breach by a Seller of any of (a) the warranties in Sections 5.1 (Authorization and Non-Contravention), 5.2 (Corporate) and 5.3.4 (No Leakage), or the covenants in Sections 7.2 (Conduct of Business), 7.3 (Purchase of Shares and Warrants) and 7.4.3 (Assistance), for which liability shall be limited to the aggregate amount of the Purchase Price actually received by the Sellers, and (b) in the case of fraud or willful breach (Sw.: “uppsåtligt”), for which liability shall not be limited.
Aggregate Cap. Defendant Xxxxxx’x Bay Company shall fund payment of all Approved Claims as outlined under ¶ 2.1.2 and ¶ 2.1.3, provided however that Defendant Xxxxxx’x Bay Company’s liability for funding such payments shall not exceed $2,000,000 (the “Aggregate Cap”). In no event shall Defendant Xxxxxx’x Bay Company’s liability to fund payments under this paragraph exceed the Aggregate Cap, it being understood and agreed in this regard that in the event the sum of the aggregate amount fundable for Approved Claims for payments under ¶ 2.1.2 and ¶ 2.1.3 equals an amount that exceeds the Aggregate Cap, the amount of payment for each Approved Claim under ¶ 2.1.2 and ¶ 2.1.3 shall be reduced by a pro rata percentage such that Defendant Xxxxxx’x Bay Company’s liability to fund payments under this paragraph does not exceed the Aggregate Cap.
