Indemnification Liability Cap Sample Clauses
The Indemnification Liability Cap clause sets a maximum limit on the amount one party must pay to indemnify the other for losses, damages, or claims arising under the agreement. Typically, this cap is expressed as a fixed dollar amount or as a percentage of the contract value, and it applies to all indemnification obligations except for certain exclusions like fraud or willful misconduct. By establishing a clear upper boundary on financial responsibility, this clause helps manage risk exposure and provides predictability for both parties in the event of indemnifiable claims.
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Indemnification Liability Cap. Each of the Parties shall defend, indemnify and hold harmless the other Party of, from and against any and all damages, losses, liabilities, deficiencies, actions, demands, judgments, costs and expenses (including reasonable attorneys’ fees) which the other Party may suffer or incur by reason of the indemnifying Party’s breach of its representations, warranties, covenants or obligations under this Agreement. Each Party’s total liability or indemnity obligation arising out or relating to this Agreement, regardless of cause or theory of recovery, is limited to the Purchase Price.
Indemnification Liability Cap. Other than in relation to Fraud Events, the maximum aggregate Damages payable by the Seller under this Section 9 shall not exceed 100% of the sum of the Initial Purchase Price paid to the Seller, plus any amounts paid into the Escrow Fund as Additional Purchase Price (if any), or paid thereafter by the Escrow Agent to the Seller in accordance with the terms of this Agreement and the Escrow Agreement (if any).
Indemnification Liability Cap. Other than in relation to Fraud Events or breaches of Fundamental Representations, for which there is no liability cap, the maximum aggregate Damages payable by each Shareholder under this Section 10 shall not exceed such Shareholder’s Escrow Shares or Escrow Cash, as applicable, and the sole source of recovery against each Shareholder shall be each such Shareholder’s Escrow Shares or Escrow Cash, as applicable, held in the Escrow Fund at the time that a claim for such Damage is made by the Company or any Indemnitee.