Aggregate Liabilities Sample Clauses

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.
Sample 1
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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.
Sample 1
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 Xxxxxxxxx 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.
Sample 1
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).
Sample 1
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.
Sample 1

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 during the Annual Period in which an Event first occurred. 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) there is a series of connected Events, such will be considered a single Event and 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 An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Proportionate Liability To avoid doubt, the parties agree that section 35 of the Civil Liability Act 2002 (NSW) applies to any apportionable claim relating to this agreement.

  • Aggregate Limits of Liability The basic coverage limits of liability may be subject to annual aggregate limits. If this is the case the annual aggregate limits of liability must be at least two (2) times the limits required for each policy, or the aggregate may equal the limits required but must apply separately to this Agreement.

  • Default Liabilities The Parties agree and confirm that if any Party hereto (“Breaching Party”) materially breaches any provision hereof, or materially fails to perform or delays in perform any obligation hereunder, it shall constitute a default hereunder (“Default”), and any of other non-breaching Parties (“Non-breaching Parties”) may, in addition to other relevant rights available hereunder, request the Breaching Party to make correction or take remedy within a reasonable time limit. Should the Breaching Party still fail to make correction or take remedy within such reasonable time limit or ten (10) days after the other Party notifies the Breaching Party in writing and requests for correction, the Non-breaching Parties may request the Breaching Party to pay liquidated damages.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

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