Indemnification and Liability Cap Clause Samples

Indemnification and Liability Cap. 12.1 Subject to Section 12.3, each Party agrees to indemnify, defend and hold harmless the other Party (“Indemnified Party”), its Affiliates and their equityholders, and its and their directors, managers, officers, employees and agents from and against all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses related to the defense of any claims) (“Losses” and each, individually, a “Loss”), arising from (i) any breach of this Agreement by it, or (ii) the gross negligence, willful misconduct, or fraud of it, in each case except to the extent caused by the Indemnified Party.

Indemnification and Liability Cap. The maximum aggregate liability of the Founders and Seller for all Losses arising under Section 9.02(a)(1) and 9.02(b)(1), as applicable, shall not exceed the Aggregate Consideration, except that no (a) cap shall apply for claims under Section 9.02(a)(1) involving Fraud committed by such Founder or with the knowledge thereof, and (b) cap shall apply for claims under Section 9.02(b)(1) involving Fraud committed by Seller or with the knowledge thereof. The maximum aggregate liability of each Founder for Losses under Section 9.02(a)(1) (other than in case of Fraud) shall not exceed 20% of such Loss as allocated among the Founders in accordance with Exhibit A (provided that maximum aggregate liability of each Founder for Excluded Fundamental Representations (other than in case of Fraud) shall not exceed 100% of such Loss (and allocated in accordance with Exhibit A)), and the maximum aggregate liability of Seller for Losses under Section 9.02(b)(1) (other than in case of Fraud) shall not exceed 80% of such Loss. The maximum aggregate liability of Seller for Losses arising under Sections 9.02(b)(2) through 9.02(b)(4) shall be limited to one hundred percent (100%) of the portion of the Aggregate Consideration paid to Seller, except that no cap shall apply for claims under Section 9.02(b)(2) involving Fraud committed by Seller or with the knowledge thereof.

Indemnification and Liability Cap. The maximum aggregate Losses payable by the Sellers shall be as follows: (i) indemnification obligations for failure of any of any Fundamental Representation to be true and correct as aforesaid in ‎Section 10.02‎(a)(1)(i) or ‎Section 10.02‎(a)(2)(i) (other than Fraud Events) shall not exceed one hundred percent (100%) of the Purchase Price paid to the Sellers (including the amounts paid into the Escrow Fund and the amounts earned or as earned in future payments of the Earnout Payments) (the “Cap”), (ii) indemnification obligations for failure of the Specified Representations to be true and correct as aforesaid in ‎Section 10.02‎(a)(1)(i) (other than Fraud Events) shall not exceed 50% of the Cap, (iii) indemnification obligations involving ‎Section 10.02‎(a)(1)(ii) through (a)(1)(xv) and ‎Section 10.02‎(a)(2)(ii) or a Fraud Event shall not be limited in amount (provided that other than for ‎Section 10.02‎(a)(2)(ii), with respect to the Sellers listed on Schedule 10.02(b)4 that have not perpetrated such Fraud Event, their indemnification obligations shall not exceed one hundred percent (100%) of the Purchase Price paid to the Sellers (including the amounts paid into the Escrow Fund and the amounts earned or as earned in future payments of the Earnout Payments)), and (v) any indemnification obligations pursuant to ‎Section 10.02‎(a)(1)(i) (but which does not fall into any of the above clauses) shall be limited to twenty percent (20%) of the Purchase Price paid to the Sellers (including the amounts paid into the Escrow Fund and the amounts earned or as earned in future payments of the Earnout Payments). Nothing herein shall prevent a Purchaser Indemnified Party from seeking: (i) injunctive or other equitable relief to enjoin the breach, or threatened breach, of any provision of this Agreement or any Transaction Document, (ii) specific performance of the provisions of this Agreement or any Transaction Document, and (iii) declaratory relief with respect to this Agreement and any Transaction Documentsprovided, however that the indemnification provided by the Company and the Sellers hereunder and the enforcement of such indemnification shall be the sole and exclusive monetary remedies available to the Purchaser against the Company and the Sellers in connection with any inaccuracy in or breach of any representation or warranty contained herein (but shall not limit the Purchaser, in any way, from any remedy available by any applicable law for any claim that is not b...