Aggregate Limitation. The amount of any payment made under paragraph 6 of the Agreement (including any amount attributable to stock appreciation and dividend equivalent units payable under the terms of the Agreement and disregarding any deferral election) plus the amount of any payment under this addendum (disregarding any deferral election) shall not exceed the amount that would be payable under the Agreement assuming that Verizon’s Vested Percentage under paragraph 5 of the Agreement was equal to 200%.
Aggregate Limitation. The aggregate liability, for either Party, for indemnification pursuant to Section 10.1 or Section 10.2, above, shall not exceed the sum of $10,000,000; provided, however, that this limitation shall not apply to breaches by EHGI of its obligations under Section 7.11 above or Purchaser of its obligations to pay the Assumed Liabilities.
Aggregate Limitation. The aggregate liability, for either party (calculated on a consolidated basis for the entire group under the Eltrax Guarantors or AremisSoft), for indemnification pursuant to Clause 11.4 above, shall not exceed the sum of ten million united states dollars (USD10,000,000) provided that this limitation shall not apply to indemnification by the Vendor pursuant to Clause 10.4.
Aggregate Limitation. Except for indemnification claims with respect to the Excepted Claims, notwithstanding anything to the contrary herein, the aggregate liability of JWA for Claims under this Article 8 shall not exceed Twelve Million Dollars ($12,000,000).
Aggregate Limitation. (a) Maximum permitted Acquisition Amounts (regardless of the form of consideration) for all Acquisitions consummated during the applicable Trailing Reference Period $__________
Aggregate Limitation. Notwithstanding anything set forth in this Agreement to the contrary, the maximum aggregate collective indemnification liability of the Sellers and the Principals under this Section 10 in respect of any indemnifiable Loss (other than a Seller Securities Law Loss (which shall be subject to the limitations set forth in clause (e) below)) shall in no event exceed the sum of (i) $40,000,000 plus (ii) the product of (x) 4,350,000, times (y) the closing sales price per share of Buyer's Stock on The Nasdaq National Market on the date immediately preceding the Closing Date.
Aggregate Limitation. The aggregate indemnification obligation of Seller and Shareholder under Section 7.1 and of Axtive under Section 7.2 shall each be limited to an amount equal to $1,000,000; provided, however, that to the extent of any Axtive Losses as a result of or arising out of Section 7.1(a)(iii), the aggregate indemnification obligation of Seller and Shareholder shall be $2,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 7.7(a) shall not apply to any Loss as a result of or arising from any act or omission constituting fraud.
Aggregate Limitation. If the Option is exercised in more than one increment so that Optionee is a party to one or more other Stock Purchase Agreements (the "Prior Purchase Agreements") which are executed prior to the date of this Agreement, then the total number of Purchased Shares under this Agreement and all Prior Purchase Agreements which are not subject to Repurchase Rights shall not exceed in the aggregate the number of Purchased Shares which would not be subject to repurchase had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired exclusively under this Agreement.
Aggregate Limitation. IN NO EVENT WILL LICENSOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT UNDER ANY THEORY OF LAW EXCEED THE SUM OF FEES PAID BY YOU UNDER THE APPLICABLE AGREEMENT DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE LIABILITY AROSE. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT EXPAND SUCH LIMIT.
Aggregate Limitation. The aggregate indemnification obligation of the Target Principal Shareholder under Section 8.1 and of Axtive under Section 8.2 shall each be limited to $300,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.5(a) shall not apply to any Loss as a result of or arising from any act or omission constituting fraud.
