Common use of Limitations on Claims Against the Stockholders Clause in Contracts

Limitations on Claims Against the Stockholders. Each ---------------------------------------------- Stockholder's liability for misrepresentations and breaches of representations and warranties under Section 9.1(a) with respect to itself and any Company in ------------- which it owns an equity interest shall be limited to 100% of the Stockholder's Note and Stock Purchase Consideration with respect to such Company; provided, -------- however, that such limitations shall not apply to Losses arising out of breaches ------- of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2, and -------------- ----- --- 5.1.8 as it relates to the representation and warranty of the Companies set ----- forth in Section 4.16, and any Losses accruing thereunder shall not count ------------ towards such limitations.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

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Limitations on Claims Against the Stockholders. Each The liability ---------------------------------------------- Stockholder's liability of all Members for misrepresentations and breaches of representations and warranties under Section 9.1(a) with respect to itself and any Company in ------------- which it owns an equity interest shall be limited to 100% of the Stockholder's Note and Stock aggregate ------------- Basic Purchase Consideration with respect to such Companyin the aggregate; provided, however, that such -------- ------- liability for a Member shall be limited to three times the aggregate Basic Purchase Consideration received, directly or indirectly, by such Member; provided further, however, that such limitations shall not apply to Losses -------- ------- ------- arising out of breaches ------- of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2, and -------------- ----- --- 5.1.8 as it relates to the representation -------------- ----- --- ----- and warranty of the Companies Company set ----- forth in Section 4.16, and any Losses ------------ accruing thereunder shall not count ------------ towards such limitations.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

Limitations on Claims Against the Stockholders. Each The liability ---------------------------------------------- Stockholder's liability of all Stockholders for misrepresentations and breaches of representations and warranties under Section 9.1(a) with respect to itself and any Company in ------------- which it owns an equity interest shall be limited to 100% of the Stockholder's Note and Stock aggregate ------------- Basic Purchase Consideration with respect to such Companyin the aggregate; provided, however, that such -------- however------- liability for a Stockholder shall be limited to three times the aggregate Basic Purchase Consideration received, directly or indirectly, by such Stockholder; provided, further, that such limitations shall not apply to -------- ------- Losses arising out of breaches ------- of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2, and -------------- ----- --- 5.1.8 as it relates to the -------------- ----- --- ----- representation and warranty of the Companies Company set ----- forth in Section 4.16, and ------------ any Losses accruing thereunder shall not count ------------ towards such limitations.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

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Limitations on Claims Against the Stockholders. Each The liability ---------------------------------------------- Stockholder's liability of all Stockholders for misrepresentations and breaches of representations and warranties under Section 9.1(a) with respect to itself and any Company in ------------- which it owns an equity interest shall be limited to 100% of the Stockholder's Note and Stock sum of -------------- the Aggregate Basic Purchase Consideration with respect to such Companyin the aggregate; provided, -------- however, that such limitations liability for a Stockholder shall be limited to 1.5 ------- times the sum of (i) the Aggregate Basic Purchase Consideration and (ii) the Contingent Payment received, if any, by such Stockholder; provided -------- further, however, that such limitation shall not apply to Losses arising ------- ------- out of breaches ------- of representations or warranties contained in Sections -------- 5.1.1, 5.1.2, 5.2, and -------------- ----- --- 5.1.8 as it relates to the representation and ----------------- ----- warranty of the Companies Company set ----- forth in Section 4.16, and any Losses accruing ------------ thereunder shall not count ------------ towards such limitations.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

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