Indemnification Cap Sample Clauses

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. (ii) The aggregate amount of Losses for which the Expedia Indemnified Parties shall be entitled to recover from any of the Purchaser Parties pursuant to this Article VI (A) in respect of breach of representations and warranties made herein by a Purchaser Party that are not Fundamental Purchaser Representations, shall not exceed the product of (x) the Cap Amount and (y) the Pro Rata Portion of such Purchaser Party; and (B) in respect of any breach of Fundamental Purchaser Representations made herein by a Purchaser Party, shall not exceed the Purchase Price paid by such Purchaser Party as set forth in Schedule 3 hereto.

Indemnification Cap. With respect to claims for indemnification under Section 11.2(a), except in cases of fraud, such claims shall be satisfied solely pursuant to Section 11.5.

Indemnification Cap. Notwithstanding any provision hereof to the contrary, after the Closing, the aggregate amount of Damages for which Buyer Indemnified Parties shall be entitled to indemnification pursuant to this Section IX for breaches of representations and warranties will not exceed the Escrow Amount minus any amounts paid as a Deficit Amount pursuant to Section 2.5(d); provided, however, that such limitation shall not apply with respect to (i) any Damages resulting from or relating to any breach of the Special Representations or the covenants and (ii) any action made with intent to de-fraud by the Seller. Notwithstanding the limitations set forth in the preceding sentences, in no event (other than fraud) shall the Seller’s aggregate Liability for indemnification pursuant to this Agreement exceed the Purchase Price. After the Closing the Escrow Funds shall serve as the sole and exclusive source of payment of any claim for indemnification pursuant to Sections 9.2(a) with respect to breaches of representations and warranties for which indemnification is limited to the Escrow Amount as set forth in the first sentence of this Section 9.4(a) as long as Escrow Funds are held by the Escrow Agent. For the avoidance of doubt, claims for indemnification with respect to the covenants or the Special Representations shall not be limited to the Escrow Funds but after the Closing shall be paid first out of the Escrow Funds before any claim may be made against Seller with respect thereto. The Escrow Funds shall serve as the sole and exclusive source of payment of any claim for indemnification pursuant to Section 9.10 until the date which is two (2) years from the Closing Date and from such date until the date which is three (3) years from the Closing Date, Seller’s aggregate Liability pursuant to Section 9.10 shall be the lower of (i) $2 million and (ii) the Escrow Amount minus any amounts paid as a Deficit Amount pursuant to Section 2.5(d) minus any amounts paid in connection with Buyer Claims pursuant to Sections 9.2(a)(i) prior to the time a claim is properly asserted for a breach of Section 9.10.

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. 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 ▇▇. ▇▇▇▇) 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 ▇▇. ▇▇▇▇ 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 ▇▇. ▇▇▇▇ 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.

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. No Party can recover under paragraph 7 an amount in excess of Twenty-Five Thousand Dollars ($25,000). The foregoing limitation shall not apply to recovery for a breach under paragraphs 3 and 4 of this Agreement, fraud, misrepresentation, or any intentional or willful misconduct or omission by a Party.

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 any provision hereof to the contrary, the aggregate amount of Damages for which Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Article VIII will not exceed the Indemnity Escrow Amount (the “Cap”), provided, however, the Cap shall not apply to Damages attributable to (i) any breach or inaccuracy of any of the Fundamental Representations, (ii) any breach or non-fulfillment of any post-closing covenant or (iii) the Excluded Liabilities, provided, further, that the aggregate amount of Damages for which Purchaser Indemnified Parties shall be entitled to indemnification pursuant to the foregoing clauses (i), (ii) and (iii) will not exceed the Purchase Price. Except as otherwise provided herein, the Indemnity Escrow Amount and the R&W Policy shall serve as the sole and exclusive sources of payment of any claim for indemnification pursuant to Section 8.2(a). Claims related to the Fundamental Representations and the post-closing covenants shall first be satisfied out of the Indemnity Escrow Amount and the R&W Policy. For the avoidance of doubt, any Damages attributed to the ▇▇▇▇▇▇ Action shall not be satisfied out of the Indemnity Escrow Amount, but shall be the sole responsibility of the Sellers.