Maximum Indemnification. No party shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by such party and its Affiliates and the successors and assigns of such party and its Affiliates as indemnification payments hereunder and from the Escrow Agreement equal or exceed 15% of the Purchase Price.
Maximum Indemnification. Subject to the exceptions set forth in subsection (c)(ii) of this Section 6.4, Buyer’s obligation to indemnify Seller Indemnified Parties in respect of Seller Indemnifiable Losses described in or arising under Section 6.3(b) shall be limited, in the aggregate, to an amount equal to the Representation and Warranty Indemnity Cap Amount.
Maximum Indemnification. Notwithstanding anything in this Agreement to the contrary (other than the proviso to section 7.9), in no event shall PNC be obligated to provide indemnification payments pursuant to (i) Section 7.5(a) exceeding, in the aggregate, an amount (the “Cap”) equal to $1,600,000,000. For the avoidance of doubt, the Cap shall not apply to any matters under Sections 7.2(b) and (c).
Maximum Indemnification. Notwithstanding anything in this Agreement to the contrary (other than the proviso to section 7.9), in no event shall MLIM Parent be obligated to provide indemnification payments pursuant to Section 7.2(a) exceeding, in the aggregate, an amount (the "Cap") equal to $1,600,000,000; provided, however, that such limitation on indemnification shall not apply with respect to a breach of any representation or warranty contained in the Specified Provisions and in Sections 3.21 and 3.24. For the avoidance of doubt, the Cap shall not apply to any matters under Section 7.2(b) through (f).
Maximum Indemnification. Subject to the exceptions set forth in ----------------------- Section 9.2(c) below, and in the provisions of Section 9.7 below the Stockholders shall not be obligated to indemnify any Buyer Indemnified Party for any amount of otherwise indemnifiable losses in excess of $1,500,000 (the "Maximum Indemnification").
Maximum Indemnification. Subject to the exceptions set forth in Section 9.2(c) and 9.2(e) below, the Stockholders shall not be obligated to indemnify any Buyer Indemnified Party for any amount of otherwise indemnifiable losses in excess of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Maximum Indemnification").
Maximum Indemnification. The maximum amount that Zhang shall indemnify under this Section 10 shall not exceed 50% of the total Purchase Price as set forth in the Contract.
Maximum Indemnification. In the event the Shareholder Indemnitors ----------------------- shall have any liability for indemnification or otherwise (including without limitation, for breach of covenants or otherwise at law or equity) to any Agile Indemnified Person under this Agreement, the sole satisfaction of such liability shall be from the Escrow Fund, provided however, that nothing in this Agreement shall limit the liability in amount, indemnification period, or otherwise (i) of Digital with respect to fraud or criminal activity or (ii) of any Shareholder Indemnitor with respect to fraud or criminal activity or in connection with any breach by such Shareholder Indemnitor of any representation or covenant of such Shareholder Indemnitor in any of the agreements which are Exhibits hereto or any agreement, certificate or document delivered by such Shareholder Indemnitor (excluding those entered into as an authorized and qualified representative on behalf of Digital) in connection with the Merger and the transactions contemplated thereby to which such Shareholder Indemnitor is a party or otherwise bound.
Maximum Indemnification. Notwithstanding anything to the contrary contained in Sections 7.04(a) or (b), the maximum aggregate amount of indemnifiable Losses an Indemnifying Party shall be liable for pursuant to this Agreement shall be the Purchase Price, net of insurance proceeds.
Maximum Indemnification. Except for Losses arising out of, attributable to or resulting from any failure by Buyer to comply with Section 4.6 or 8.2(f) or by Buyer or Seller to comply with Section 1.4, no party shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by such party and its Affiliates and the successors and assigns of such party and its Affiliates as indemnification payments hereunder exceed $50,000,000.
