Common use of TOTAL LIABILITY CAP Clause in Contracts

TOTAL LIABILITY CAP. In no event shall the total amount of all Losses for which the Buyer Indemnified Parties shall be entitled to indemnification resulting from, or arising out of, breaches and inaccuracies of representations or warranties pursuant to Section 8.02(a) or breaches of covenants, agreements and obligations pursuant to Section 8.02(b) exceed fifteen percent (15%) of the Base Purchase Price (the “Total Liability Cap”); provided, however, that any indemnification by the Sellers in respect of indemnifiable Losses (i) arising out of a breach of any Fundamental Representations of the Sellers pursuant to Section 8.02(a), (ii) arising out of the Whitestar Litigation pursuant to Section 8.02(c), (iii) that constitute Tax Losses or (iv) resulting from actual fraud shall not be subject to, nor be included in the calculation of, the Total Liability Cap; provided further, however, that notwithstanding anything to the contrary, in no event shall the Sellers (or any of them) be obligated to pay an aggregate amount in respect of all indemnification obligations under this Article VIII or otherwise that exceeds the Purchase Price.

TOTAL LIABILITY CAP. In no event shall the total amount of all Losses for which the Buyer Indemnified Parties shall be entitled to indemnification resulting from, or arising out of, breaches and inaccuracies of representations or warranties pursuant to Section 8.02(a8.2(a) or breaches of covenants, covenants or agreements and obligations pursuant to Section 8.02(b8.2(b) exceed fifteen percent (15%) of the Base Purchase Price (the “Total Liability Cap”); provided, however, that any indemnification by the Sellers in respect of indemnifiable Losses (i) arising out of a breach of any Fundamental Representations of the Sellers pursuant to Section 8.02(a8.2(a), (ii) arising out of the Whitestar Litigation pursuant to Section 8.02(c), (iii) that constitute Tax Losses or (iviii) resulting from actual fraud shall not be subject to, nor be included in the calculation of, the Total Liability Cap; provided further, however, that notwithstanding anything to the contrary, in no event shall the Sellers (or any of them) be obligated to pay an aggregate amount in respect of all indemnification obligations under this Article VIII or otherwise that exceeds the Purchase Price.