Overall Indemnification Cap Clause Samples

Overall Indemnification Cap. Except with respect to any claim or action brought for Fraud, the Company Equityholders shall not have aggregate Liability for indemnifiable items pursuant to Section 10.1 in excess of an amount equal to the Base Purchase Price; provided however, that notwithstanding anything to the contrary set forth herein, no Company Equityholder shall have any Liability under Section 10.1 in excess of the aggregate Merger Consideration actually received by such Company Equityholder.