Limitations on Indemnification Liability. Notwithstanding any provision of this Agreement to the contrary, any claims an Indemnified Party makes under this Article XI will be limited as follows:
Limitations on Indemnification Liability. Any claims an Indemnified Party makes under this ARTICLE 5 will be limited as follows:
Limitations on Indemnification Liability. Any claims an Indemnified Party makes under this Section IX will be limited as follows:
Limitations on Indemnification Liability. Any claims any Indemnified Party makes under this ARTICLE 9 will be limited as follows:
Limitations on Indemnification Liability. (a) With Respect to Claims by the Seller Indemnified Parties. Any claims the Seller Indemnified Parties make under this Article 9 will be --------- limited as follows:
Limitations on Indemnification Liability. (a) The aggregate Liability for money Damages payable by either Seller or Buyer under this Agreement related to breaches of the representations, warranties, and covenants herein (other than the representations and warranties in Sections 3.1 and 3.2, which will not be limited by this Section 10.5(a)) will not exceed an amount equal to the Cash Payment, provided that the limitation contemplated hereby will not be applicable with respect to instances of actual fraud or as otherwise set forth in the Ancillary Agreements.
Limitations on Indemnification Liability. Any claims made under this ARTICLE VIII (other than under subsections (b), (c) and (e) of Section 8.2 as provided herein) will be limited as follows:
Limitations on Indemnification Liability. (i) The following limitations shall apply to the indemnification Liability of the Sellers:
Limitations on Indemnification Liability. 9.6 Indemnification As Exclusive Remedy
Limitations on Indemnification Liability. Except as otherwise set forth in this Section 11.7, an Indemnifying Party shall have no liability for indemnification claims unless and until the aggregate Damages claimed under Article XI exceed $1,000,000 (the "INDEMNIFICATION THRESHOLD"); provided, however, that no individual claim for Damages shall be counted toward the Indemnification Threshold unless the amount of such claim equals or exceeds $100,000 (the "CLAIM THRESHOLD"). After the Indemnification Threshold is exceeded, the Indemnified Party shall be entitled to be paid the full amount of any Damages (subject to any applicable maximum liability cap set forth in this Agreement) without regard to the Indemnification Threshold. The representations and warranties set forth in Sections 5.1(j), 5.1(k), 5.1(jj), 5.2(j), 5.2(k), 5.2(ii), 7.10, 8.11 and 9.8 shall be indemnifiable from the first dollar of Damages and shall not be subject to the Indemnification Threshold or the Claim Threshold. Without limiting any of the foregoing provisions of this Article XI, the maximum aggregate liability of (i) EPC for any claims for Damages hereunder shall in no event exceed the value of shares of EPGC Common Stock owned by EPC immediately following the Closing (or as subsequently adjusted in accordance with this Agreement) and (ii) the Principal for any claims for Damages hereunder
