Maximum Indemnification; Limitations Sample Clauses
Maximum Indemnification; Limitations. The maximum liability of each Seller to the Purchaser Indemnified Persons for indemnification for misrepresentations, inaccuracies, breaches or defaults of representations and warranties of the Sellers and, if such Seller is a Major Seller, the Company, under Sections 9.2 or 9.3, as the case may be, shall be 25 percent (25%) of the Purchase Price payable to such Seller pursuant to Section 1 hereof. In order to fulfill Sellers’ obligations pursuant to Section 9.2, Damages owed to the Purchaser shall be paid (i) first out of the Escrow Amount, (ii) second, in the event any Damages to the Purchaser Indemnified Persons exceed the amount of the Escrow Amount or arise after the two-year anniversary of the Closing Date where the Escrow Amount may have been released, by the Sellers on joint and several basis and (iii) by any further remedies available to the Purchasers in law or in equity. Notwithstanding the foregoing, any limitation contained in the provisions of this Section 9.4 shall not apply to (a) fraud, intentional misrepresentation or criminal activity or (b) the breach of any Fundamental Representation.
Maximum Indemnification; Limitations. (a) The liability of each Seller to Purchaser Indemnified Persons for indemnification for misrepresentations, breaches or defaults of representations and warranties of Sellers and Target under Section 9.2(a) and (b) involving representations and warranties which do not constitute Fundamental Representations shall be capped at such Seller’s Pro-rata Interest of the sum of the Indemnification Escrow Amount plus one third (1/3) of the Contingent Consideration that may be payable to Sellers pursuant to Section 2 hereof, and the liability of each Seller to Purchaser Indemnified Persons for indemnification for breach of the Fundamental Representations shall be capped at fifty percent (50%) of such Seller’s Pro-rata Interest of the sum of the Initial Consideration paid to Sellers plus fifty percent (50%) of the Contingent Consideration that may be payable to Sellers pursuant to Section 2 hereof.
(b) The liability of Parent and Purchaser to Seller Indemnified Persons for indemnification for misrepresentations, breaches or defaults of representations and warranties of Parent and Purchaser shall be capped at an amount equal to value of the proceeds in the Indemnification Escrow Amount measured as of the Closing Date.
(c) Notwithstanding the foregoing, any limitation contained in the provisions of this Section 9.3 shall not apply to finally adjudicated fraud or criminal activity.
Maximum Indemnification; Limitations. The maximum liability of the Indemnified Party for Indemnifiable Damages shall not exceed one hundred percent (100%) of the Purchase Price. Notwithstanding the foregoing, the above-mentioned maximum liability provision shall not apply to fraud, bad faith, or criminal activity.