Maximum Recovery. If found liable for any loss, Xxxxxxx’x sole and exclusive maximum liability for loss or damage to Exhibitors materials and Exhibitor’s sole and exclusive remedy is limited to $.50 (USD) per pound per article with a maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per shipment whichever is less. All shipment weights are subject to correction and final charges determined by the actual or re-weighed weight of the shipment.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be liable for indemnification under this Section 6, in an amount in excess of the sum of [omitted] and any accrued and unpaid dividends on the Preferred Stock, in the aggregate. No Indemnified Party shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Party, when aggregated with all previous Losses indemnifiable hereunder, equal or exceed $50,000; thereafter, each Indemnified Person shall be entitled to be indemnified for the full amount of all damages previously unclaimed.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Indemnifying Parties be liable for indemnification under this Section 7 in an amount in excess of [**]. No Indemnified Person shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Person, when aggregated with all previous Losses hereunder, equal or exceed [**], but at such time that an Indemnified Person is entitled to assert a claim, such claim shall include all Losses covered by this Section 7.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, the Seller’s liability for indemnification under this Section 6.1 with respect to breaches of representations and warranties will not exceed (i) in connection with the First Stage Acquisition, thirty percent (30%) of the First Stage Closing Date Amount and (ii) in connection with the Second Stage Acquisition, thirty percent (30%) of the sum of the First Stage Closing Date Amount and the Second Stage Closing Date Amount; provided that in respect of any Buyer Incurred Damages arising from a breach of the representations and warranties set forth in Sections 4.1, 4.2 and 4.3, the foregoing limitations shall be increased to (x) in connection with the First Stage Acquisition, one hundred percent (100%) of the First Stage Closing Date Amount, and (y) in connection with the Second Stage Acquisition, one hundred percent (100%) of the sum of the First Stage Closing Date Amount and the Second Stage Closing Date Amount. For the avoidance of doubt, First Stage Damages will be regarded as having been incurred in respect of a breach of the Seller’s representations and warranties as of the Second Stage Acquisition for purposes of calculating how much of the cap set forth in clause (ii) of the preceding sentence has been satisfied.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Indemnifying Parties be liable, in the case of the Company, for indemnification under this Section 7 in an amount in excess of the aggregate of the purchase price paid for the Securities, including the amounts advanced and not repaid under the Note, or, in the case of EIS, for indemnification hereunder in an amount in excess the Company's costs and expenses incurred in connection with the transactions contemplated hereby. No Indemnified Person shall assert any such claim unless Losses in respect thereof incurred by any Indemnified Person, when aggregated with all previous Losses hereunder, equal or exceed U.S.$50,000, but at such time that an Indemnified Person is entitled to assert a claim, such claim shall include all Losses covered by this Section 7.
Maximum Recovery. The maximum amount that the Indemnified Parties may recover severally from the Rights Holders under this ARTICLE IV shall be limited to the Escrow Amount, except as otherwise expressly set forth in the following proviso and in the last sentence of this Section 4.5, provided, however, that Claims arising out of, or relating to (a) the Special Representations shall be limited to the amount of the Aggregate Merger Consideration, plus the Earnout Payments actually paid or due and payable to the Rights Holders, if any, (b) Section 2.11 (Intellectual Property) shall be limited to an aggregate amount equal to twenty-five percent (25%) of the Aggregate Merger Consideration, which amount is inclusive of the Escrow Amount, plus the Earnout Payments actually paid or due and payable to the Rights Holders, if any, and (c) any Working Capital Shortfall, fraud, willful misconduct or intentional misrepresentation shall not be subject to, and shall not be considered in determining, any limitation of liability. Notwithstanding the foregoing, (i) no Rights Holder shall be liable for any amount of a Loss that may be recovered by an Indemnified Party pursuant to ARTICLE IV in excess of such Rights Holder’s Pro Rata Share (including the amount of any Earnout Payments actually paid or due and payable to such Rights Holder) of such Loss, except as contemplated by clause (ii) hereafter, (ii) the limitations of liability set forth in this ARTICLE IV will not apply to Claims of fraud, willful misconduct or intentional misrepresentation with respect to a Rights Holder that committed the fraud, willful misconduct or intentional misrepresentation, and (iii) the Indemnified Parties shall be required to first exhaust the Escrow Amount prior to seeking further indemnification recourse directly against any Rights Holders, other than with respect to claims for fraud, willful misconduct or intentional misrepresentation made directly against a Rights Holder who committed the fraud, willful misconduct or intentional misrepresentation. Parent shall have the right to set off against any Earnout Payment actually due and payable to the Rights Holders any amounts for which an Indemnified Party is entitled to be indemnified in excess of the Escrow Amount (if, and to the extent that, the Escrow Amount is insufficient to provide any 55 required indemnification payment) as expressly permitted by (1) clauses (a) and (b) of the proviso included in the first sentence of this Section 4.5 or (2) the immedia...
Maximum Recovery. The maximum amount recoverable by the EDF Release Parties under Section 4.2(c)(i) (in respect of representations made by any of the CEG Parties in Article II (other than representations made in Sections 2.1(a)-2.1(c) and Section 2.2(a)), in the aggregate, shall be equal to sixty million United States dollars (US$60 million).
Maximum Recovery. If found liable for any loss, ART CRAFT’s sole and exclusive remedy is limited to $.50 per pound per article with a maximum liability of $100.00 per item, or $1,500.00 per shipment, whichever is less. When a declaration is made, liability shall in no event exceed the declared value of the shipment. DECLARED VALUE AMOUNTS APPLY ONLY TO THE AIR SHIPMENT OF MATERIALS, AND NOT TO ANY OTHER SERVICES PROVIDED BY ART CRAFT INCLUDING, WITHOUT LIMITATION, MATERIAL HANDLING SERVICES.
Maximum Recovery. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be liable for indemnification under this Article X in an amount in excess of the purchase price of the New Shares and the shares of Company Common Stock issued upon exercise of the Purchaser’s Option and the Conditional Option.
Maximum Recovery. (a) The maximum aggregate amount recoverable by the Boral Claim Group in relation to:
