Maximum Indemnity. Masimo's obligation for damages under Section 8.1 shall not exceed the sum of (i) the total of all amounts paid under this Agreement by Datascope to Masimo. Notwithstanding Section 8.1, Masimo shall not have the right to settle claims in a way that would obligate Datascope to pay damages, unless consented to by Datascope. At any point during the defense of any claim against Datascope, Masimo shall have the option of paying to Datascope its maximum indemnity obligation under the first sentence of this Section and will then have no further obligation to defend the claim.
Maximum Indemnity. Seller’s aggregate liability under Section 5.2(a), Sections 10.2(a)(i) and (iii) of the Asset Purchase Agreement and in respect of any breach of any agreement, covenant or obligation set forth in Section 6.4 of the Asset Purchase Agreement for all claims for Damages incurred by Buyer (and its Representatives and Affiliates) shall not in any event exceed an accumulated total of twenty percent (20%) of the Aggregate Consideration.
Maximum Indemnity. Seller’s aggregate liability under Sections 12.2(a) for all claims for Losses incurred by Purchaser (and its Representatives and Affiliates) shall not in any event exceed the Closing Date Cash Payment.
Maximum Indemnity. Except as expressly provided otherwise in the ----------------- Escrow Agreement, in no event shall the aggregate liability of the Stockholders under this Article 10 exceed the shares of Parent Common Stock and cash held in Escrow (the "Maximum Indemnity").
Maximum Indemnity. The maximum liability of the Signing Shareholders for claims for Damages (a) asserted during the period ending on the first anniversary of the Closing Date shall not exceed Ten Million Dollars ($10,000,000) and (b) asserted after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date shall not exceed Five Million Dollars ($5,000,000).
Maximum Indemnity. In no event shall the liability of either party under this Article 8 exceed the Purchase Price (the “Maximum Indemnity”); provided that this limitation shall not apply to breaches of the first sentence of Section 4.18 (Intellectual Property Assets) hereof.
Maximum Indemnity. In no event shall the liability of iBill ----------------- and iBill Corp. under this Article 9 exceed an aggregate of $16,800,000 (the "Maximum Indemnity"). Claims against the Sellers for Losses based on Excluded Liabilities under Section 9.1.3 (except for Losses based upon Sections 2.2.1, 2.2.5 and 2.2.9, which shall be subject to the Maximum Indemnity) or for which indemnification may be sought under Section 9.1.6 shall not be subject to any indemnification limit, including the Maximum Indemnity, and shall not count against the Maximum Indemnity. To the extent claims against the Sellers for Losses arising under Section 9.1.2 are satisfied by funds retained in the Special Escrow (or outside of the Special Escrow as provided in Section 9.9) established to address Losses arising as a result of matters set forth in Section 9.1.2, such Losses shall not count against the Maximum Indemnity.
Maximum Indemnity. In no event shall the aggregate liability of InterCept under this Article 10 exceed $2,000,000 (the “Maximum Indemnity”), except as provided in Section 10.8(c) below.
Maximum Indemnity. Seller’s aggregate liability under Section 13.2(a) for all claims for Losses incurred by Purchaser (and its Representatives and Affiliates) shall not in any event exceed an accumulated total of $15,000,000; and the aggregate liability of any Guarantor under Section 13.2(a) for all claims for Losses incurred by Purchaser (and its Representatives and Affiliates) shall not in any event exceed an accumulated total of $5,000,000.
Maximum Indemnity. The Shareholder shall not be required to indemnify Buyer Indemnitees under this Article 6 in an aggregate amount greater than $20,000,000; provided however, that notwithstanding anything in this Agreement to the contrary, the limitation set forth in this subsection shall not apply to Losses (i) arising out of or related to a Breach of the representations and warranties set forth in Sections 3.1(b), 3.1(c), 3.1(d), 3.3, 3.5(b), 3.5(c), 3.6(g)(i), or 3.6(g)(iii), (ii) for which the Shareholder is obligated to indemnify any Buyer Indemnitee under Section 6.2 (vii) to the extent such Losses arise out of any claim, suit or other legal action against the Company or any Subsidiary based on any allegation that any product or service sold, rented, leased, provided or otherwise furnished by the Company or any Subsidiary was: dangerous, defectively operated, labeled with defective warning labels or not labeled or otherwise marked with appropriate warnings, or delivered or made available with defective operator training or otherwise without adequate operator training, (iii) that are indemnifiable under Section 6.2(iv), or (iv) that are attributable to Shareholder's fraud or wilful misconduct.
