Aggregate Liabilities Sample Clauses

Aggregate Liabilities. Notwithstanding any of the foregoing, the Borrower shall not permit, at any time, the liabilities described under Section 8.3(b), (d) and (i) to exceed the total aggregate amount of Six Million Dollars ($6,000,000).
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Aggregate Liabilities. The aggregate outstanding liabilities of eLandia, whether due or to become due, contingent or not, do not exceed $2,000,000 in the aggregate. Each such liability which exceeds $25,000 individually, and the aggregate amount of all such liabilities, as at June 30, 2005 are disclosed in the eLandia Disclosure Letter.
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Aggregate Liabilities. Except as set forth in Schedule 3.3(w), the aggregate outstanding liabilities of eLandia, whether due or to become due, contingent or not, do not exceed $2,000,000 in the aggregate; such amount does not include the debt owed to ▇▇▇▇▇▇▇▇▇ referred to in Section 6.3(f), below. Each such liability which exceeds $25,000 individually, and the aggregate amount of all such liabilities, as at June 30, 2005 are disclosed in Schedule 3.3(w) of the eLandia Disclosure Letter.
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Aggregate Liabilities. At the Closing, the Liabilities of the Company and PEcoS, on a consolidated basis, either accrued, absolute, contingent or otherwise, shall consist solely of (i) the debt of the Company under its bank credit facilities in the aggregate principal amount not exceeding $9,001,532, plus accrued and unpaid interest thereon, as listed on Schedule 7.11 of the Company Disclosure Schedule as Company Lender Debt (“Lender Debt”), (ii) the Shareholder Debt (as defined in paragraph 7.27), (iii) the Liabilities of PEcoS as reflected in the PEcoS Audited Financial Statements for fiscal year ended September 30, 2006, and (iv) those trade payables of PEcoS incurred, consistent with past practices of PEcoS, in the ordinary and normal course of PEcoS’ business from September 30, 2006 to the Closing (the Liabilities referenced to in (i) through (iv) above collectively, the “Liabilities at Closing”). As of the Closing, the Company and PEcoS shall not be liable or obligated for any Liabilities other than the Liabilities at Closing. For the purposes of this Agreement, “Liabilities” shall mean any and all debts, liabilities and obligations of the Company and PEcoS, either accrued, absolute, contingent, known or unknown, matured or unmatured or otherwise. All Liabilities of the Company, other than the Lender Debt and the Shareholder Debt, shall have been paid in full by the Company prior to the Closing or resolved by the Company without any Liability to the Company, PEcoS, the Parent or the Surviving Company after the Closing, in a manner reasonably satisfactory to the Parent.
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Aggregate Liabilities. The aggregate outstanding liabilities of Datec and the Datec Subsidiaries, whether due or to become due, contingent or not, as at May 31, 2005 do not exceed $15,250,000 in the aggregate. Each such liability which exceeds $500,000 individually, and the aggregate amount of all such liabilities, as at May 31, 2005 are disclosed in the Datec Disclosure Letter.
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Related to Aggregate Liabilities

  • Aggregate Liability The aggregate liability of either: (a) Customer, its Affiliates and Participating Entities; or (b) Verizon and its Affiliates, to the others collectively for any and all Events in an Annual Period is limited to an amount equal to 12 times the Average Monthly Charges. For the purpose of this clause and calculation, where: (i) an Event gives rise to a number of separate liabilities, claims or causes of action, and/or (ii) an Event is a series of connected Events, such will be deemed to have occurred in the Annual Period in which the first Event occurred.

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

  • Maximum Aggregate Liability IN NO EVENT SHALL TMLS BE LIABLE TO PARTICIPANT FOR ANY AMOUNT IN EXCESS OF THE GREATER OF (A) THE FEES PARTICIPANT HAS PAID TMLS, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES; OR (B) $100.

  • Aggregate Limit The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall not violate Sections 2.2, 2.12 and 5.5 hereof.

  • Indemnity Obligations (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.