Maximum Liability of Seller. Sellers shall not be obligated to indemnify Buyer and its Affiliates for any Losses in an aggregate amount that exceeds the amount of the Total Purchase Price actually received by Sellers; provided, however, Sellers shall not be deemed to have received any Assumed Liabilities to the extent Buyer’s performance thereof either (i) does not require any cash payment by Buyer, or (ii) requires the payment of costs and expenses that are offset by related Revenue.
Maximum Liability of Seller. Buyer and the other members of the Buyer Group will not be entitled to recover from Seller for any Indemnity Claim under this Agreement any monetary amount in respect of Losses in excess of the applicable Indemnity Cap; provided, however, that the Indemnity Cap shall not apply to and shall not include any Indemnity Claim relating to any fraud, gross negligence or willful misconduct of Seller or any breaches of the Fundamental Representations.
Maximum Liability of Seller. Seller shall not be required to indemnify Buyer or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding one half of the aggregate of the Purchase Price, or, in the event Buyer acquires the Option Interest, one half of the sum of the aggregate of the Purchase Price, plus the amount pertaining to the Option Interest set forth in Article 2.2, including the $1,826,033.00 payment, the $214,276.00 payment, and any payments required of Buyer as set forth in Article 2.2 concerning expenses and fees.
Maximum Liability of Seller. Save for the specific indemnities provided in clauses 10.5 and 10.6 and the Warranties set out in paragraphs 4.1 to 4.4 (inclusive), 4.7 and 4.8 of Appendix 4 to which the maximum financial limitations set out below shall not apply, the total aggregate liability of the Seller shall not exceed EUR 5,000,000:
Maximum Liability of Seller. The total amount of the payments that Seller can be required to make under or in connection with this Agreement (including all indemnification payments required to be made to Buyer and all amounts payable to any counsel retained by Seller in accordance with Section 11.3) shall be limited in the aggregate (excluding the Indemnification Escrow Amount) to a maximum of: (a) Six Million Dollars ($6,000,000) until the First Anniversary Date; (b) Three Million Dollars ($3,000,000) from the first day following the First Anniversary Date until the second anniversary of the Closing Date; and (c) Zero Dollars ($0) thereafter, PROVIDED, HOWEVER, that any amount paid by Seller during the period described in Section 11.6(a) shall be deducted from any amount to be paid by Seller during the period described in Section 11.6(b).
Maximum Liability of Seller. Absent fraud or willful misconduct, the total amount of the aggregate payments that Seller and the Company can be required to make under or in connection with this Agreement shall be limited in the aggregate to a maximum of $1,600,000.00.
Maximum Liability of Seller. Except for the KIH Matter, the total amount of the payments that Seller can be required to make under or in connection with this Agreement shall be limited in the aggregate to a maximum of fifty (50%) percent of the Base Amount, as adjusted pursuant to Section 1, and Seller's cumulative liability shall in no event exceed such amount. In connection with the KIH Matter, the total amount of the payments that Seller can be required to make in connection with Damages related to the activities of Purchaser after the Closing shall be limited to two hundred fifty thousand ($250,000) dollars. Furthermore, in connection with the KIH Matter there shall be no limit with respect to Damages related to activities by the Seller prior to the Closing. If certain Damages cannot be related to pre-Closing activities or post-Closing activities, then such Damages shall be apportioned on a pro rata basis based on the respective sales of infringing products by the Seller pre-Closing and the Purchaser post-Closing. 7.6
Maximum Liability of Seller. 20 11.5 Exclusivity..................................................................... 20
Maximum Liability of Seller. Seller's cumulative liability hereunder shall in no event exceed, and the total amount of the indemnification payments that Seller can be required to make hereunder shall be limited in the aggregate to a maximum of $6,000,000.
