Indemnification Cap. In no event shall the aggregate indemnification to be paid by any Seller under this Article VII exceed the greater of (x) the product of the Purchase Price multiplied by the proportion of such Seller’s Company Shares to the total amount of Company Shares (the “Seller Purchase Price”), or (y) the product of (i) the average closing price of the Ordinary Shares on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days preceding the Determination Date (as defined below) multiplied by (ii) the number of Ordinary Shares received by such Seller upon the consummation of the transactions contemplated hereby (the “Individual Seller Cap”). Notwithstanding the foregoing, the Individual Seller Cap shall not apply to claims for indemnification resulting from or relating to breaches by such Seller constituting fraud or intentional misconduct. In no event shall the aggregate indemnification to be paid by Buyer under this Article VI exceed the Purchase Price.
Indemnification Cap. No party can recover under paragraphs 12.1 or 12.2 an amount in excess of the principal amount of the cash (excluding accrued interest, the Merchandise Inventory Price and the Receivables Price) paid by the Buyer to the Seller pursuant to this Agreement and other documents executed in connection (the “Indemnification Cap”). The foregoing limitation shall not apply to recovery for breaches of the Representations and Warranties of Organization, Existence, Good Standing, Power and Authority, Enforceability, and Employee Benefit Plans.
Indemnification Cap. Other than (a) a breach of any of the Fundamental Representations or (b) a breach of any of the covenants in Section 9 (other than Sections 9.2(ii) and 9.3), the maximum aggregate liability of the Warrantors (other than Xx. Xxxx) for indemnification to the Indemnified Parties under Sections 8.3(i), (ii) and (iii) shall be limited to the Purchase Price (the “Indemnification Cap”). Other than a breach of the covenants in Section 8.1(b)(ii) and Section 9.8, the maximum aggregate liability of YY for indemnification to the Indemnified Parties under Section 8.3(iii)(y) shall be limited to the Indemnification Cap. For the avoidance of doubt, (i) the Indemnification Cap shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation either (x) on the part of any Warrantor, in which case the Indemnification Cap shall remain applicable for YY’s liability for indemnification under Section 8.3(i), (ii) and (iii), or (y) on the part of YY, in which case the Indemnification Cap shall remain applicable for the Warrantors’ liability for indemnification under Section 8.3(iii)(y); and (ii) the maximum aggregate liability of Xx. Xxxx for indemnification to any Indemnified Party under Sections 8.3(i), (ii) and (iii) shall be the Indemnification Cap less any amounts which remain due and owing by Xx. Xxxx to D.I. Alpha Media Company Limited pursuant to the Loan Documents, on the date that such a claim is made by an Indemnified Party under this Section 8.3. Series B-2 Preferred Share Subscription Agreement
Indemnification Cap. (i) The aggregate amount of Losses for which the Purchaser Indemnified Parties collectively shall be entitled to recover from the Expedia Parties pursuant to this Article VI (A) in respect of breach of representations and warranties made herein by the Expedia Parties that are not Fundamental Expedia Representations, shall not exceed US$83,859,960 (the “Cap Amount”) and (B) in respect of any breach of Fundamental Expedia Representations made herein by the Expedia Parties, shall not exceed the Purchase Price.
Indemnification Cap. Subject to Section 9.6, the maximum aggregate liability of each party for claims for indemnification made pursuant to Section 9.2 shall be Three Hundred Thousand and 00/100 Dollars ($300,000) (the “Indemnification Cap”).
Indemnification Cap. Notwithstanding the other provisions of this Section 7 and other than in the event of gross negligence, willful misconduct or fraud, other than with respect to breaches of representations and warranties contained in Section 3.19 and other than claims made pursuant to Section 7.2 of this Agreement, in all such cases, for which there shall be no limit, the Company's aggregate liability pursuant to this Section 7 for breaches of representations and warranties contained in this Agreement shall be limited to an amount equal to the total amount of the Purchase Price.
Indemnification Cap. The aggregate amount of Damages for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 11.2(a) will not exceed the Indemnification Amount.
Indemnification Cap. Notwithstanding any provision hereof to the contrary, the aggregate amount of all Damages incurred by an Indemnified Party for which such Purchaser Indemnified Party is entitled to indemnification pursuant to Section 8.2 or for which such Seller Indemnified Party is entitled to indemnification pursuant to Section 8.3 will not exceed $6,600,000; provided that for the avoidance of doubt no such limitation shall apply in respect of Damages as a result of, arising out of or relating to Damages (i) for which indemnification is provided in Section 7.1 (Indemnification for Tax Obligations), or (ii) for which indemnification is provided in sub-sections (b), (c) or (e) of Section 8.2, which indemnifiable Damages, when taken together with all other indemnifiable Damages, shall not exceed an amount equal to the Purchase Price.
Indemnification Cap. The maximum amount of all Losses for which a Transferor Indemnifying Party shall be liable to the Buyer Indemnitees pursuant to this Agreement shall be subject to satisfaction solely from release of Escrow Shares. The number of Escrow Shares used to satisfy an indemnification claim made by a Buyer Indemnitee shall be calculated based upon the five-day volume weighted average price of the Class B Subordinate Voting Shares immediately prior to the Closing (the “Per Share Value”). The maximum amount of all losses for which a Buyer Indemnifying Party shall be liable to the Transferor Indemnitees pursuant to Section 11.03 shall be an amount equal to 10% of the Total Consideration.
Indemnification Cap. The total aggregate liability of the Indemnifying Party to the Indemnified Party under this Article 11, or under the Supply Agreement or any other basis of action (including without limitation common law tort and indemnity law) arising out of this Agreement, shall not exceed [***] dollars ($[***]); provided, however, failure of either Party to pay amounts due hereunder other than for indemnification (including, without limitation, payments due under Article 4 hereof, shall not be subject to the limitation of liability contained in this Section 11.4.
