Common use of Cap Amount Clause in Contracts

Cap Amount. In no event shall: (a) Seller’s aggregate liability arising out of its indemnification obligations under Section 8.1 or otherwise in any respect of or relating to this Agreement, exceed the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct committed by Seller or its Related Persons, or to claims for indemnification relating to relating to Excluded Assets, Excluded Liabilities, Construction Costs, the Fundamental Seller Representations, ARTICLE IX (Tax Matters) or to any claim under Section 12.3 (Specific Performance), provided that any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on Seller’s aggregate liability, and provided, further, that, except with respect to Construction Costs or fraud or willful misconduct committed by Seller or its Related Persons, all claims for indemnification pursuant to such sections shall not, under any circumstances, in the aggregate, exceed the Purchase Price; and (b) Purchaser’s aggregate liability arising out of its indemnification obligations under Section 8.2 exceed the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct committed by Purchaser or its Related Persons, or to claims for indemnification relating to Assumed Liabilities, the Fundamental Purchaser Representations, ARTICLE IX (Tax Matters) or to any claim under Section 12.3 (Specific Performance), provided that any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on such Purchaser’s aggregate liability, and provided, further, that, except with respect to fraud or willful misconduct committed by Purchaser or its Related Persons, all claims for indemnification pursuant to such sections shall not, under any circumstances, in the aggregate, exceed the Purchase Price.

Cap Amount. In no event shall: (a) Seller’s aggregate liability arising out of its indemnification obligations under Section 8.1 VIII.1 or otherwise in any respect of or relating to this Agreement, exceed the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct committed by Seller or its Related Persons, or to claims for indemnification relating to relating to Excluded Assets, Excluded Liabilities, Construction Costs, the Fundamental Seller Representations, ARTICLE IX (Tax Matters) or to any claim under Section 12.3 XII.3 (Specific Performance), provided that any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on Seller’s aggregate liability, and provided, further, that, except with respect to Construction Costs or fraud or willful misconduct committed by Seller or its Related Persons, all claims for indemnification pursuant to such sections shall not, under any circumstances, in the aggregate, exceed the Purchase Price; and (b) Purchaser’s aggregate liability arising out of its indemnification obligations under Section 8.2 VIII.2 exceed the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct committed by Purchaser or its Related Persons, or to claims for indemnification relating to Assumed Liabilities, the Fundamental Purchaser Representations, ARTICLE IX (Tax Matters) or to any claim under Section 12.3 XII.3 (Specific Performance), provided that any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on such Purchaser’s aggregate liability, and provided, further, that, except with respect to fraud or willful misconduct committed by Purchaser or its Related Persons, all claims for indemnification pursuant to such sections shall not, under any circumstances, in the aggregate, exceed the Purchase Price.

Cap Amount. In no event shall: (a) Seller’s The maximum aggregate liability arising out of its indemnification obligations under Section 8.1 or otherwise in any respect of or relating amount which Buyer Indemnified Persons may be entitled to this Agreement, exceed the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct committed by Seller or its Related Persons, or receive pursuant to claims for indemnification relating to relating to Excluded Assets, Excluded Liabilities, Construction Costsunder Section 9.2(a)(i) (other than for breaches or inaccuracies of the Company Fundamental Representations, the Fundamental Seller Tax Representations, ARTICLE IX or the Contractor Representations) and Section 9.2(a)(ii) (Tax Mattersother than for willful or intentional breach) or to any claim under Section 12.3 (Specific Performance), provided that any such excluded indemnifiable Losses shall not be deemed to count against or otherwise reduce such limitation on Seller’s aggregate liability, and provided, further, that, except with respect to Construction Costs or fraud or willful misconduct committed by Seller or its Related Persons, all claims for indemnification pursuant to such sections shall not, under any circumstances, the Indemnity Escrow Amount held in the aggregate, exceed the Purchase Price; and (b) Purchaser’s Escrow Account. The maximum aggregate liability arising out of its indemnification obligations under Section 8.2 exceed the Purchase Price; it being understood and agreed that the foregoing limitation shall not apply in the event of fraud or willful misconduct committed by Purchaser or its Related Persons, or amount which Securityholder Indemnified Persons may be entitled to receive pursuant to claims for indemnification relating to Assumed Liabilities, the Fundamental Purchaser Representations, ARTICLE IX (Tax Matters) or to any claim under Section 12.3 9.2(b)(i) (Specific Performance), provided that any such excluded indemnifiable Losses other than for breaches or inaccuracies of the Buyer Fundamental Representations) and Section 9.2(b)(ii) (other than for willful or intentional breach) shall not be deemed an amount equal to count against or otherwise reduce such limitation on such Purchaser’s the Indemnity Escrow Amount. The maximum aggregate liability, and provided, further, that, except with respect amount which Buyer Indemnified Persons may be entitled to fraud or willful misconduct committed by Purchaser or its Related Persons, all receive pursuant to claims for indemnification under Section 9.2(a)(iv), Section 9.2(a)(v), and for breach of or inaccuracy of the Tax Representations and the Contractor Representations, as applicable, shall be an amount equal to the Special Indemnity Escrow Amount. Subject to the other limitations in this Article 9 (including the preceding sentences of this Section 9.2(h)(ii)), the maximum aggregate amount which Buyer Indemnified Persons may be entitled to receive pursuant to such sections claims for indemnification under Section 9.2(a) shall notbe the merger consideration received by Securityholders under this Agreement. Subject to the other limitations in this Article 9 (including the preceding sentences of this Section 9.2(h)(ii), the maximum aggregate amount which Securityholder Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(b) shall be the merger consideration received by Securityholders under this Agreement. Notwithstanding anything to the contrary set forth in this Article 9, the maximum aggregate liability of any circumstances, individual Securityholder pursuant to this Article 9 shall in the aggregate, no event exceed the Purchase Priceportion of the merger consideration actually received by such Securityholder pursuant to this Agreement.