Examples of General Indemnity Cap in a sentence
Notwithstanding anything herein to the contrary, Purchaser shall have the right, but not the obligation, to set off an amount up to the General Indemnity Cap, in whole or in part, against any obligation or payment it owes to Seller pursuant to this Agreement and the Related Agreements.
The limitations included in the General Indemnity Basket shall not apply to any Losses under Section 6.1(c), (d), (e) and (g) or fraud or intentional misrepresentation and the limitations included in the General Indemnity Cap shall not apply to any Losses under Sections 6.1(c) and (d) or fraud or intentional misrepresentation.
Any Damages based upon, arising out of, or by reason of (x) any breach of the Fundamental Representations, or the covenants and agreements contained in Section 5.6 (Non-Competition) or (y) fraud or willful misrepresentation shall not count toward the General Indemnity Cap.
Other than in the case of fraud or intentional misrepresentation, or any claim based on a breach of representation and warranty relating to title to the Shares, any other liability under Section 6.1 shall be satisfied to the extent of the General Indemnity Cap exclusively out of the General Indemnification Escrow Amount as provided in the Escrow Agreement.
Any Damages based upon, arising out of, or by reason of (x) any breach of the Fundamental Representations, or (y) Fraud shall not count toward the General Indemnity Cap, but shall be subject to the caps described in Section 7.2(b).