Indemnity Cap. Notwithstanding anything to the contrary, express or implied contained in this Agreement, except with respect to (i) any fraud or willful misconduct by the Company Stockholder in connection with this Agreement, or (ii) any Pre-Closing Tax Liabilities payable by the Company Stockholder for which the Company Stockholder is liable pursuant to Section 4.11 of this Agreement (for which there shall be no “Indemnity Cap”), the Parent’s sole and exclusive right to recover any Damages from the Company Stockholder under this Article VI with respect to Claims resulting from or relating to any misrepresentation or breach of warranty or failure to perform any covenant or agreement by the Company Stockholder contained in this Agreement shall be limited to the sum of Four Million ($4,000,000) Dollars (the “Indemnity Cap”). Payment of any indemnified amount by the Company Stockholder shall be paid solely by returning to the Parent, first the appropriate amount of Additional Shares (valued at the closing price of the Parent’s Common Stock, as traded on the Nasdaq Capital Markets (or other national securities exchange) on the trading day immediately prior to the Closing Date) and, then, only if the amount of the Claim exceeds the then value of the Additional Shares, an appropriate number of Make-Whole Shares, valued at the 2018 Market Value, subject to the $5.00 floor price. Notwithstanding the foregoing, the exercise of any indemnity provisions, including calculation of the Indemnity Cap, as to the Additional Merger Consideration and the Make-Whole Shares, shall be net of any tax liability arising from or related to the satisfaction of any indemnity obligations through return of any Additional Merger Consideration and Make-Whole Shares. There shall be no Indemnity Cap in respect of the Assumed Liabilities for which the Parent is liable under Section 6.2.
Indemnity Cap. The aggregate Losses of the Seller Indemnifying Parties, pursuant to Section 7.02(a), shall not exceed one million dollars ($1,000,000) (the “Indemnity Cap”), other than with respect to Losses arising out of (a) fraud or willful misconduct or (b) breaches of any Fundamental Representations. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate Losses of the Seller Indemnifying Parties exceed the sum of (i) the Total Proceeds and (ii) the amount payable under the Personal Goodwill Sale Agreement.
Indemnity Cap. For the purposes of clause 7.03 (d) of Section 2 the Indemnity Cap shall be twenty million pounds Sterling (£20,000,000) escalated on the same basis as the tariff pursuant to Clause 6.2. The Indemnity Cap shall be twenty million Pounds Sterling (£20,000,000) for all Fields with a Peak Entitlement of up to 30,000 Barrels per Day. The Indemnity Cap for Fields with a Peak Entitlement in excess of that limit shall be negotiated and agreed at a higher level appropriate to the level of Peak Entitlement.
Indemnity Cap. The parties acknowledge and agree that in no event shall Seller be required to indemnify Buyer in an amount exceeding the Purchase Price; provided, however, that there shall be no such limit in connection with any rights (a) to bring a claim, demand, suit or cause of action otherwise available based upon (i) any allegation or allegations that Seller had an intent to defraud or made a willful or intentional misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby or (ii) any claim by Buyer of any nature whatsoever based upon, arising out of or related to any Excluded Liability; or (b) to enforce any judgment of a court of competent jurisdiction in connection with any claim, demand, suit or cause of action describe in clause (a) of this Section 6.05.
Indemnity Cap. The cumulative obligation of CEP to the Xxxxxxx Indemnitees with respect to all Xxxxxxx Indemnified Claims pursuant to Section 7.4(a)(i) will be limited to the Indemnity Cap; provided, however, that Claims for indemnification pursuant to (1) Section 7.4(a)(i) with respect to a breach by CEP of its representations and warranties in Section 3.2(a), Section 3.2(b), Section 3.2(d)(iv) and Section 3.2(m), (2) Section 7.4(a)(ii), and (3) Section 7.4(a)(iii) shall not be subject to the Indemnity Cap.
Indemnity Cap. (i) In no event shall the Sellers in the aggregate be liable for any Losses as to any claim for indemnification pursuant to Sections 7.2(a)(i) and (ii) in excess of Six Million Five Hundred Thousand Dollars ($6,500,000) (as may be adjusted pursuant to Section 7.5(a)(i), the “Cap”), subject to Section 7.3(c); provided, however, that the Cap shall not apply with respect to Losses arising out of fraud or any breach of the Company Fundamental Representations. In no event shall the Parent and the Surviving Company in the aggregate be liable for any Losses as to any claim for indemnification pursuant to Section 7.2(b) in excess of the Cap; provided, however, that the Cap shall not apply with respect to Losses arising out of any breach of the Buyer Fundamental Representations; provided, further, that if all of the conditions set forth in Sections 6.1 and 6.2 hereof have been satisfied or waived (other than those conditions which by their terms are to be satisfied or waived at the Closing), the Basket Amount and Cap shall not apply to Losses suffered or incurred by Seller Indemnitees for claims relating to Parent’s or Buyer’s failure to consummate the Merger and close the Transactions.
Indemnity Cap. Notwithstanding any contrary provision in this Agreement, the maximum aggregate liability of Seller shall be limited as follows:
Indemnity Cap. Sellers’ liability for indemnification pursuant to Section 11.2(a) of this Agreement, and Buyer’s liability for indemnification pursuant to Section 11.3(a) shall be limited in total and in the aggregate to fifteen percent (15%) of the Closing Value (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to (1) claims arising under the representations and warranties of Sellers listed in Section 11.1(b)(i) or Section 11.1(b)(ii), (2) claims for indemnification with respect to the Disclosed Matters or (3) claims for indemnification to the extent based on fraud or intentional misrepresentation.”
Indemnity Cap. In no event shall the aggregate Liability of Seller to indemnify the Buyer Indemnified Parties exceed an amount equal to USD $500,000 (the “Indemnity Cap”); provided, however, that the Indemnity Cap with respect to any Claim for any breach of any representation or warranty made in or pursuant to Sections 4.5 or 4.9 shall be the Purchase Price; provided, further, that this Section 9.5(c) shall not limit in any way the amount of Liability of Seller with respect to its indemnification obligation under Section 9.1(c).
Indemnity Cap. The maximum aggregate amount of Claims and Losses for which any party (including Buyer, Seller, any Member or any Manager) shall be liable pursuant to this Article 9 shall be $2,000,000.
