Caps. (i) Except with respect to a claim for Fraud, FREIF’s aggregate liability under Section 7.2(a) shall not exceed $10,000,000;
Caps. Subject to Section 9.4.4, each Party’s indemnification obligations under Section 9.2 and Section 9.3 are subject to the following limitations:
Caps. The Asset Seller shall not be obligated to make indemnification payments pursuant to this Agreement which in the aggregate exceed one hundred percent (100%) of the Purchase Price. However, this paragraph will not apply to any breach of any of the Asset Seller’s* representations and warranties of which the Asset Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by a Seller of any covenant or obligation hereunder.
Caps. Notwithstanding anything to the contrary in Section 8.1(a), in no event shall the Sellers be required to make payments in respect of Seller Indemnified Liabilities in the aggregate that exceed 25% of the Purchase Price; provided, however, that the Sellers’ liability for any Seller Indemnified Liability will not be limited as set forth in this Section 8.1(c) if such Seller Indemnified Liability (i) relates to a breach of any representation or warranty contained in Sections 3.1 (Organization), 3.2 (Authority; Enforceability); 3.3 (No Conflicts; Consents and Approvals), 3.4 (Capitalization; Ownership) or 3.22 (Brokers’ Fees) or (ii) arises pursuant to Section 8.1(a)(ii), 8.1(a)(iii) or 8.1(a)(iv).
Caps. Each Seller’s aggregate liability for
Caps. EXCEPT FOR EXCLUDED CLAIMS AND AS REFERENCED IN SECTION 9.5, EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO THE SUM OF ALL FEES PAID AND PAYABLE BY CUSTOMER TO KYRON IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
Caps. Subject to Section 10.3(d): (i) recourse by the Indemnitees to the Indemnity Escrow Amount (the “General Cap”) shall be the Indemnitees’ sole and exclusive remedy under this Agreement for monetary Damages for indemnification claims pursuant to (A) Section 10.2(a)(i) for any inaccuracy in or breach of any representation or warranty, other than (1) any of the representations or warranties set forth in Section 2.19(b) of this Agreement (the “Anti-Corruption Representations”) or (2) any of the Fundamental Representations or (B) Section 10.2(a)(v); and (ii) the Effective Time Holders shall not be obligated to indemnify the Indemnitees for Damages for indemnification claims pursuant to Section 10.2(a)(i) for any inaccuracy in or breach of any Anti-Corruption Representations in excess of a maximum amount equal to $40,000,000 (for the avoidance of doubt, other than any Damages not recoverable by the Indemnitees due to the application of the Basket Amount) (the “Anti-Corruption Rep Cap”).
Caps. The aggregate liability of the Sellers to the Pioneer Indemnitees pursuant to Section 9.3(a), Section 9.3(b) and Section 9.3(f) shall not exceed $36,000,000; provided, that the individual liability of Grissom, Xxxxx and Xxxxxxxxx (collectively, the “Individual Sellers”) to the Pioneer Indemnitees pursuant to Section 9.3(a), Section 9.3(b) and Section 9.3(f) shall not exceed $201,000, $1,098,000 and $1,098,000, respectively. The aggregate liability of Pioneer to the Seller Indemnitees pursuant to Section 9.4(a) shall not exceed $36,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.6(b) shall not be applicable to any Losses resulting from either (i) fraud or (ii) any breach or inaccuracy of the representations and warranties set forth in Section 3.7 (Capitalization), Section 3.19 (Taxes) or Section 4.6 (Title to Shares).
Caps. The term “CAPS+” shall mean the central accounting software system for County. CAPS+ is based on Oracle database and web-based User Interface.
Caps. All CAPs shall, within thirty (30) calendar days after the date of execution of this Agreement, or within thirty (30) calendar days following the beginning of their employment, whichever is the later, either:
