LIMITATIONS ON AMOUNT - SHAREHOLDERS Sample Clauses
The 'Limitations on Amount - Shareholders' clause sets a cap on the financial liability or obligations that shareholders may incur under an agreement. Typically, this clause specifies a maximum dollar amount or a formula for calculating the limit, ensuring that shareholders are not exposed to unlimited losses or claims. By defining these boundaries, the clause protects shareholders from excessive financial risk and provides certainty regarding their potential exposure, thereby encouraging investment and participation while managing overall risk.
LIMITATIONS ON AMOUNT - SHAREHOLDERS. A Shareholder will not have liability (for indemnification or otherwise) with respect to the matters described in Sections 8.2(a)(i), 8.2(a)(ii), 8.2(a)(iii), 8.2(a)(iv), 8.2(a)(v) or 8.2(a)(vii) until such Shareholder's Attributable Damages exceeds such Shareholder's Basket Amount and then shall have liability only to the extent such Shareholder's Attributable Damages exceeds such Shareholder's Basket Amount. A Shareholder's aggregate liability (for indemnification or otherwise) with respect to the matters described in Section 8.2(a) shall not exceed such Shareholder's Cap Amount. Notwithstanding the foregoing, (A) neither such Shareholder's Cap Amount nor such Shareholder's Basket Amount shall apply to Damages with respect to (x) the matters described in Section 8.2(b) or (y) any Breach of any of Cinemex's representations and warranties involving fraud on the part of such Shareholder and (B) no Shareholder's Basket Amount shall apply to Damages with respect to the matters described in Section 8.2(a)(vi).
LIMITATIONS ON AMOUNT - SHAREHOLDERS. Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2 or 10.3 until the total of all Damages with respect to such matters exceeds 2% of the Purchase Price (as adjusted by the Adjustment Amount), and then only for the amount by which such Damages exceed said 2%, but not to exceed, for each Shareholder, the amount of consideration received by such Shareholder, less a proportionate share of the 2% threshold.. However, this Section 10.6 will not apply to any Breach of any of Shareholders' representations and warranties of which any Shareholder had actual knowledge at the time such representation and warranty is made or any intentional Breach by any Shareholder of any covenant or obligation, and Shareholders will be individually and not jointly and severally liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT - SHAREHOLDERS. (a) Subject to Sections 9.04(b) and (c) below, the Shareholders will have no indemnification liability with respect to the matters described in Section 9.02(a) unless (i) the individual item involves Damages in excess of Five Thousand Dollars ($5,000) (the “De Minimis Amount”) and (ii) unless the total of all Damages with respect to such matters exceeds Seventy Five Thousand U.S. Dollars ($75,000.00) (the “Basket”), in which case Parent Indemnified Person shall be entitled to seek compensation for all such Damages, without any deductions. All Damages arising from the same set of facts and circumstances that do not exceed the De Minimis Amount shall be excluded when determining whether the Basket has been satisfied.
(b) The Parties hereto acknowledge and agree that, subject to Section 9.04(c) below, (i) the sole and exclusive source for payment of Damages under Section 9.02(a),(b) and (d) following the Closing shall be the aggregate of the amounts held in the Escrow Account and ten percent (10%) of all Earn-Out Payments (to the extent such portion of the Earn-Out Payments is then held in the Earn-Out Escrow Account), and (ii) the maximum aggregate liability of the Shareholders under Section 9.02(a), (b) and (d) of this Agreement following the Closing shall be limited to the amounts held in the Escrow Account and ten percent (10%) of all Earn-Out Payments (to the extent such portion of the Earn-Out Payments is then held in the Earn-Out Escrow Account).
(c) Anything in Section 9.04(a) and (b) or elsewhere in this Article IX to the contrary notwithstanding:
(i) The De Minimis Amount and the Basket shall not apply to indemnification for Damages arising out of fraud or intentional misrepresentation, or resulting from breaches of representations and warranties set forth in Sections 3.01, 3.02, 3.03 and 3.04;
(ii) The maximum aggregate liability of the Shareholders for Damages pursuant to Section 9.02(c) shall not exceed the percentage of the Merger Consideration actually paid to the Shareholders equal to the percentage of Outstanding Shares that elect to be treated as Dissenting Shares hereunder (for the purposes of illustration, if five percent (5%) of the Outstanding Shares elect to be treated as Dissenting Shares hereunder, then the maximum aggregate liability of the Shareholders for Damages pursuant to Section 9.02(c) hereunder shall be an amount equal to five percent (5%) of the Merger Consideration actually paid to the Shareholders); provided, however, that...
LIMITATIONS ON AMOUNT - SHAREHOLDERS. The Shareholders will have no liability for indemnification with respect to the matters described in Sections 8.2 and 8.4 until the total of all Damages with respect to such matters exceeds $30,000 (the “Deductible”), and then only for the amount by which such Damages exceed the Deductible. After the total of all Damages exceeds the Deductible, the Indemnified Person shall be entitled to indemnification for all further Damages up to the total Merger Consideration reduced by any amounts retained by Parent pursuant to its rights of set-off pursuant to Section 8.9 (the “Limitation”); provided, that at no time shall a Shareholder be liable for any Damages in excess of his or her relative proportion of the Merger Consideration, less a reasonable estimate of unfunded liquidation expenses of the Company; provided, further, that such Damage claims must be allocated among the Shareholders pursuant to Section 8.3 of this Agreement. Anything herein to the contrary notwithstanding, the Deductible and the Limitation set forth in this section and the survival period set forth in Section 8.6(a) will not apply to any act or omission of the Company or any Shareholder that may constitute fraud on the part of the Company or such Shareholder, or (ii) any claim that a Shareholder or the Company has breached a covenant or other agreement to be performed after the Closing Date.
LIMITATIONS ON AMOUNT - SHAREHOLDERS. Except as provided in the following two sentences, with respect to the matters described in SECTIONS 9.02(a) or (b) and SECTION 9.03 of this Agreement or SECTIONS 9.02(a) and (b) and SECTION 9.03 of the PC Purchase Agreement, the Shareholders will have no liability (for indemnification or otherwise) until, and only to the extent that, the total of all Damages under such Sections with respect to such matters exceeds $100,000 in the aggregate. This SECTION
LIMITATIONS ON AMOUNT - SHAREHOLDERS. (a) Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.2(a) (other than a breach of Sections 3.1 (except with respect to Section 3.1(b)), 3.2 (except with respect to Section 3.2(b)(v)), 3.3, 3.6, 3.10, 3.12, 3.25, and 3.27), or with respect to the matters described in Sections 9.2(b), 9.2(c), 9.2(e), 9.2(f)(ii), and 9.2(f)(iii), until the total of all Damages with respect to such matters exceeds $200,000, and then only for the amount by which such Damages exceed $200,000. Shareholders will have no liability (for indemnification or otherwise) with respect to those matters described in Section 9.2(d), 9.2(f)(i), and 9.2(g) until the total of all Damages with respect to such matters exceeds $30,000, and then only for the amount by which such Damages exceed $30,000.
(b) Shareholders' maximum liability for Damages with respect to a claim for indemnification or reimbursement based upon a breach of the representations and warranties contained in Article 3 of this Agreement (other than a breach of Sections 3.1 (except with respect to Section 3.1(b)), 3.2 (except with respect to Section 3.2(b)(v)), 3.3, 3.6, 3.10, 3.12, 3.25, and 3.27) shall be limited to and shall not exceed $3,000,000 in the aggregate. With regard to claims for indemnification or reimbursement based upon a breach of the representations and warranties contained in Sections 3.1 (except with respect to Section 3.1(b)), 3.2 (except with respect to Section 3.2(b)(v)), 3.3, 3.6, 3.10, 3.12, 3.25, and 3.27 of this Agreement, or a claim for indemnification or reimbursement based upon any other representation or warranty not otherwise specifically referenced above, or any covenant or obligation to be performed and complied by the Companies or the Shareholders, Shareholders' maximum liability for Damages shall not exceed, in the aggregate, the Stock Purchase Consideration.
(c) No Shareholder shall have any obligation to indemnify or defend the Purchaser from and against any Damages resulting from, arising out of, relating to, his indemnification obligations arising under Section 9 of this Agreement for any amounts in excess of the Stock Purchase Consideration received by such Shareholder.
(d) The limitations set forth in this Section 9.5 will not apply to any breach of representations and warranties of which the Companies or any Shareholder had Knowledge at any time prior to the date on which such representation and warranty is made or ...
LIMITATIONS ON AMOUNT - SHAREHOLDERS. Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 6.3 or in clause (a), clause (b) or clause (c) of Section 6.2 until the total of all Damages with respect to such matters exceeds $400,000, and then only for the amount by which such Damages exceed $400,000. In addition, Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 6.3A until the total of all Damages with respect to matters described in Section 6.3A exceeds $100,000, and then only for the amount by which such Damages exceed $100,000. Damages incurred and counted toward the limitation amount set forth in the immediately preceding sentence for purposes of Section 6.3A, may not be added to and included in the amount of Damages accumulated for purposes of Section 6.2, and vice versa. Notwithstanding any provision to the contrary contained herein, the limitations set forth in this Section 6.6 will not apply to any intentional Breach by any Shareholder of any covenant or obligation, and Shareholders will be severally and not jointly liable for each such Shareholder's portion of all Damages with respect to such intentional Breaches.
LIMITATIONS ON AMOUNT - SHAREHOLDERS. (a) To the extent that the aggregate of all Claims made by Parent is finally determined to be an amount less than $25,000, the Shareholders shall not be obligated to make any payment with respect to those Claims unless and until the aggregate amount of such Claims for which the Shareholders have not previously indemnified Parent is equal to or greater than an aggregate of $25,000, and in that event, subject to the provisions of Section 9.3(b) hereof, Shareholders shall be liable hereunder for the full amount of all such Claims.
(b) The Shareholders' obligation to indemnify Parent from Claims pursuant to Section 9.1 for damages shall be limited to fifty percent (50%) of the Merger Consideration deliverable to the Shareholders hereunder valued as of the date of Closing.
LIMITATIONS ON AMOUNT - SHAREHOLDERS. Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.1, 10.2 or 10.3 until the total of all Damages with respect to such matters exceeds $375,000, and then only for the amount by which such Damages exceed $375,000. However, this Section 10.5 will not apply to (i) any Breach of any of Shareholders' representations and warranties of which any Shareholder had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Shareholder of any covenant or obligation or (ii) any Damages under Sections 3.1.3 or 3.2.1.