Additional Limits Sample Clauses

Additional Limits. Notwithstanding any other provision of this Agreement, the amount of any Loss for which indemnification is provided under this Article 13 will be reduced (i) by any amount actually received by the Indemnitee or paid to Third Parties on behalf of Indemnitee under insurance policies of the Indemnitor with respect to such Loss (and the Indemnitee will cooperate if Indemnitor requests that Indemnitee submit a claim under such insurance policies with respect to such Loss); (ii) by any Tax savings attributable to any deduction, expense, loss, credit or refund to the Indemnitee or its Affiliates as a result of the Loss to the extent actually received (net of any Tax detriment attributable to such indemnification), and (iii) by the amount of any benefit to, or saving for, the Indemnitee as a result of the payment or settlement of any item giving rise to such claim; and (iv) to the extent that the Indemnitee has failed to take all reasonable actions to mitigate its Loss. In determining the amount of any Tax savings actually realized by an Indemnitee or its Affiliates, taxable income shall be determined on the basis of the Tax liability of such Person with and without regard to the Loss to which such Indemnitee applies.
Sample 1
AutoNDA by SimpleDocs
Additional Limits. Notwithstanding any other provision contained in this Agreement, in no event shall Seller, Buyer or their respective Affiliates be liable for any special, punitive, incidental, or consequential losses, damages or expenses including without limitation loss of profits. THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 5.5 EXPRESSLY APPLY IN THE EVENT OF THE NEGLIGENCE OF THE PARTY WHOSE LIABILITY IS WAIVED OR LIMITED AND SHALL INURE TO THE BENEFIT OF THE RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS EMPLOYEES, AGENTS AND REPRESENTATIVES OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES. SHOULD THE LIMITATIONS ON LIABILITY BE HELD INVALID OR UNENFORCEABLE SUCH PROVISION SHALL BE DEEMED REPLACED BY A VALID AND ENFORCEABLE PROVISION AND IN SUCH EVENT, ANY COST INCURRED BY A BENEFICIARY NOT COVERED BY THE MODIFIED PROVISION TO THE FULL EXTENT INTENDED HEREBY SHALL ENTITLE SELLER OR BUYER, AS APPLICABLE, TO AN ADJUSTMENT TO THE PURCHASE PRICE IN THE AMOUNT OF SUCH COST.
Sample 1
Additional Limits. The amount of any Loss for which indemnification is provided under this Article 13 will be net of (and the cumulative amount of all Losses for the purposes of determining the Deductible and the Cap Amount will be net of): (1) any amount reflecting Losses specifically reflected in the calculation of the Closing Working Capital on the Final Working Capital Statement, (2) any amount actually received by the Indemnitee or paid to Third Parties on behalf of the Indemnitee under insurance policies of the Indemnitee with respect to such Loss (and the Indemnitee will be required to submit a claim under such insurance policies with respect to such Loss), (3) any Tax savings attributable to any deduction, credit or other tax benefit actually realized by the Indemnitee with respect to such Loss (“Tax Benefits”) and (4) the amount of any benefit to, or saving for, actually realized by the Indemnitee as a result of the payment or settlement of any item giving rise to such claim. In computing the amount of any Tax Benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss; provided, that, if a Tax Benefit is not realized in the taxable period during which an Indemnitor makes an indemnification payment or the Indemnitee incurs or pays any Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Benefits realized by the parties hereto in each such subsequent taxable period. For purposes of determining the amount of Loss arising from a breach of or inaccuracy in any representation, warranty, covenant or agreement, but not for the purposes of determining whether any such representation, warranty, covenant or agreement has been breached or is inaccurate, limitations or qualifications as to dollar amount, materiality or Material Adverse Effect (or similar concept) set forth in such representation, warranty, covenant or agreement shall be disregarded. Notwithstanding any other provision in this Agreement, with respect to the Lake Forest Liability (as defined in Section 1.01(r) of the Disclosure Letter), Seller’s obligation to indemnify, defend or hold harmless the Purchaser Indemnitees shall also be governed by the terms of the Warranty Claims Indemnity Agreement and shall not be subject to the Deduc...
Sample 1
Additional Limits. In no event shall the number of shares of Stock covered by Options or other Awards granted to any one person in any one calendar year exceed 1,250,000 shares of Stock (subject to adjustment pursuant to Section 8 of the Plan, except that any such adjustment shall not apply for the purpose of Awards to covered employees within the meaning of Section 162(m) of the Code intended to be or otherwise qualifying as Qualified Performance-Based Awards), and the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000; provided, however, that the foregoing limitations shall not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan under Section 4); (b) the issuance of all of the shares of Stock reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which the Public Trading Date occurred; or (e) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the extent required by Section 162(m) of the Code, shares of Stock subject to Awards which are canceled shall continue to be counted against the limits set forth herein.
Sample 1
Additional Limits. In no event shall OIC’s aggregate liability under this CTLA to Licensee, any Affiliates or any other third person(s), exceed the amount of fees actually paid by Licensee to OIC under this CTLA, or in the case of OIC Members, the current, paid OIC Membership fees.
Sample 1
Additional Limits. In no event shall OCF’s aggregate liability under this CTLA to Licensee, any Affiliates or any other third person(s), exceed the amount of fees actually paid by Licensee to OCF under this CTLA, or in the case of OCF Members, the current, paid OCF Membership fees.
Sample 1

Related to Additional Limits

  • Additional Limitation (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

  • Additional Limitations In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

  • Additional Limitation of Liability The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be. Further, the liabilities and obligations of any series of the Trust shall be enforceable only against the assets belonging to such series, and not against the assets of any other series.

  • Allocations to Additional Limited Partners If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Fiscal Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method, in which event Net Income, Net Losses, and each item thereof would be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

  • Additional Limited Partners Subject to the other terms of this Agreement, the rights and obligations of an Additional Limited Partner to which Units are issued shall be set forth in such Additional Limited Partner’s Partner Agreement, the Unit Designation relating to the Units issued to such Additional Limited Partner or a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement (but shall not require the approval of any Limited Partner) and shall be incorporated herein by this reference. Such rights and obligations may include, without limitation, provisions describing the vesting of the Units issued to such Additional Limited Partner and the reallocation of such Units or other consequences of the Withdrawal of such Additional Limited Partner other than due to a breach of any of the covenants in Section 2.13(b) or, if applicable, any of those provided in such Additional Limited Partner’s Partner Agreement.

  • Admission of Additional Limited Partners A. After the admission to the Partnership of the initial Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner.

  • Survival; Limitations (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and provided further that the representations and warranties contained in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof).

  • Additional L/C Issuers Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the Borrower, the Administrative Agent and each L/C Issuer. Such new L/C Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of such new L/C Issuer.

  • Additional Land All xxxxxxxxxx xxxxx, xxxxxxx and development rights hereafter acquired by Borrower for use in connection with the Land and the development of the Land and all additional lands and estates therein which may, from time to time, by supplemental mortgage or otherwise be expressly made subject to the lien of this Security Instrument;

Time is Money Join Law Insider Premium to draft better contracts faster.