Certain Limitations Sample Clauses
The 'Certain Limitations' clause sets specific boundaries or restrictions on the rights, obligations, or liabilities of the parties involved in an agreement. Typically, this clause may cap the amount of damages one party can claim, exclude certain types of losses from recovery, or limit the duration of particular obligations. For example, it might state that neither party is liable for indirect damages or that liability is limited to the amount paid under the contract. The core function of this clause is to manage and allocate risk between the parties, providing predictability and protecting against potentially excessive or unforeseen liabilities.
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Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:
(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, in each case other than with respect to (i) breaches of Fundamental Representations and (ii) claims involving fraud or intentional misrepresentation, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a) exceeds one-half percent (0.5%) of the Purchase Price (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(a), in each case other than with respect to claims involving fraud or intentional misrepresentation, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $25,000 (which Losses shall not be counted toward the Deductible).
(b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, in each case other than with respect to (i) breaches of Fundamental Representations and (ii) claims involving fraud or intentional misrepresentation, shall not exceed one and one-half percent (1.5%) of the Purchase Price.
(c) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim, net of any costs of such recovery or increased premiums with respect thereto. The Indemnified Party shall use its commercially reasonable efforts to recover under indemnity, contribution or other similar agreements for any Losses, keep Seller reasonably informed with respect to the status of such efforts, and, in the event any such Losses are so recovered from third parties (other than the Buyer’s representati...
Certain Limitations. The Party making a Claim under this Article VIII is referred to as the “Indemnified Party”, and the Party against whom such Claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:
(a) Notwithstanding anything to the contrary contained in this Article VIII, any amount payable pursuant to Section 8.02 in respect of any Losses under such Section 8.02 (i) shall be decreased to the extent that the amount of such Losses were included in the final determination of Net Working Capital and (ii) shall be determined without duplication of recovery in the event of Losses arising from or relating to a breach of more than one covenant or agreement for which indemnification is provided under Section 8.02.
(b) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a) (other than with respect to the Seller Fundamental Representations and the Buyer Fundamental Representations, respectively, and the representations and warranties set forth in Section 4.09(j)), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a) (other than with respect to the Seller Fundamental Representations and the Buyer Fundamental Representations, respectively, and the representations and warranties set forth in Section 4.09(j)) exceeds $350,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. Without limiting the generality of the foregoing, no Indemnifying Party shall be liable hereunder with respect to any individual claim, or series of claims arising from the same set of circumstances, that results in otherwise indemnifiable Losses under Section 8.02(a) or Section 8.03(a) (other than with respect to the Seller Fundamental Representations and the Buyer Fundamental Representations, respectively, and the representations and warranties set forth in Section 4.09(j)), and such Losses shall not be counted toward satisfaction of the Deductible, unless such Losses exceed $25,000.
(c) The aggregate amount of all Losses for which an Indemnifying Party shall be liable (i) pursuant to Section 8.02(a) (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 4.09(j) and Section 4....
Certain Limitations. Prior to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution in respect thereof, or, subject to the last sentence of paragraph (2), the withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary or the Custodian may require: (a) payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any applicable charges as provided in paragraph (7) of this ADR; (b) the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as it may deem necessary or proper; and (c) compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement. The issuance of ADRs, the acceptance of deposits of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph (2), the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary.
Certain Limitations. (a) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Seller and the Other Sellers to all Purchaser Indemnified Parties taken together for all Purchaser Losses under Section 9.1(a)(i) by Purchaser Indemnified Parties shall be limited to a maximum of 10% of the Purchase Price, as adjusted pursuant to this Agreement. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), and 4.4(a) (Properties and Assets) and (ii) fraud or intentional or criminal misconduct or gross negligence by Seller or any Other Seller, in each case, such indemnification limit will not apply, but such indemnification shall be limited to 100% of the Purchase Price, as adjusted pursuant to this Agreement.
(b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Purchaser to all Seller Indemnified Parties taken together for all Seller Losses under Section 9.1(b)(i) by Seller Indemnified Parties shall be limited to a maximum of 10% of the Purchase Price, as adjusted pursuant to this Agreement. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) and (ii) fraud or intentional or criminal misconduct or gross negligence by Purchaser, in each case, such indemnification limit will not apply, but such indemnification shall be limited to 100% of the Purchase Price, as adjusted pursuant to this Agreement.
(c) Notwithstanding anything contained herein to the contrary, Seller and the Other Sellers shall not be obligated to make any indemnification payment under Section 9.1(a)(i) unless and until the aggregate Purchaser Losses sustained by the Purchaser Indemnified Parties collectively exceed 0.5% of the Purchase Price as adjusted pursuant to this Agreement (the “Threshold”) and then any indemnification with respect to such Purchaser Losses shall be made by Seller and the Other Sellers only to the extent of such excess over such Threshold. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority) and 4.4(a) (Properties and Assets) and (ii) fraud or willful or criminal misconduct or gross negligence by Seller o...
Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:
(i) at no time shall there be more than six Interest Periods applicable to outstanding Eurodollar Advances;
(ii) without the consent of all of the Lenders, the Borrower may not select Eurodollar Advances for any Borrowing to be made, Converted or continued if an Event of Default has occurred and is continuing;
(iii) if any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurodollar Advances, notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurodollar Advances or to fund or maintain Eurodollar Advances, (A) any obligation of such Lender to make, continue, or Convert to, Eurodollar Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; and (B) such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation (1) would eliminate the restriction on such Lender described above, and (2) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender;
(iv) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made, Converted or continued as a Base Rate Advance;
(v) if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Advances, as the case may be, for such Borrowing, t...
Certain Limitations. Notwithstanding anything herein to the contrary, the Company agrees not to enter into any transaction which, by reason of any adjustment hereunder, would cause the Current Warrant Price to be less than the par value per share of Common Stock.
Certain Limitations. The indemnification provided for in Section 9.2(a) and Section 9.3(a) shall be subject to the following limitations:
(a) The liability of the Seller Indemnifying Parties to Purchaser Indemnitees under Section 9.2(a) shall not be subject to the limitations set forth in this Section 9.4(a) with respect to a claim for (i) indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Company Fundamental Representations, or (ii) fraud or willful misconduct ((i) and (ii), collectively, the “Purchaser Exclusions”). Except for the Purchaser Exclusions, the Seller Indemnifying Parties shall not be liable to Purchaser Indemnitees under Section 9.2(a) until, and only to the extent that, the aggregate amount of all Losses in respect of indemnification under Section 9.2 exceeds $600,000 (the “Floor Amount”). Except with respect to Purchaser Exclusions, if the Floor Amount is exceeded, the Seller Indemnifying Parties shall be liable to Purchaser Indemnitees under Section 9.2(a) for all such Losses in excess of the Floor Amount. The aggregate amount of all Losses for which the Seller Indemnifying Parties shall be liable pursuant to Section 9.2(a) shall not exceed an amount equal to $9,000,000 (the “Cap Amount”), except for Losses that are due to Purchaser Exclusions, which shall not be counted towards the Cap Amount. Losses that are due to Purchaser Exclusions shall not exceed the Transaction Consideration.
(b) Purchaser’s liability to the Seller Indemnitees under Section 9.3(a) shall not be subject to the limitations set forth in this Section 9.4(b) with respect to (i) a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Purchaser Fundamental Representation or (ii) fraud or willful misconduct ((i) and (ii), collectively, the “Seller Exclusions”). Except for the Seller Exclusions, as provided in the preceding sentence, Purchaser shall not be liable to the Seller Indemnitees under Section 9.3(a) until, and only to the extent that, the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Floor Amount. Except with respect to Seller Exclusions, if the Floor Amount is exceeded, Purchaser shall be liable to the Seller Indemnitees under Section 9.3(a) for all such Losses in excess of the Floor Amount up to but not exceeding the Cap Amount, except for Losses that are due to Seller Exclusions. Losses that are due to...
Certain Limitations. (a) The purpose of the Depositor shall be limited to the conduct or promotion of the following activities: (i) to acquire, lease, own, hold, sell, transfer, convey, dispose of, pledge, assign, borrow money against, grant a security interest in, finance, refinance or otherwise deal with, publicly or privately and whether with unrelated third parties or with affiliated entities, automotive installment sale contracts and service contracts originated or acquired by CarMax or its Affiliates or interests therein, the related motor vehicles or interests therein and the related documentation and monies due or to become due thereunder, proceeds from claims on insurance policies related thereto and all related rights and the proceeds of any of the foregoing (collectively, the “Assets”), (ii) to perform its obligations under the Basic Documents (as defined in the limited liability company agreement of the Depositor (the “LLC Agreement”)), (iii) to act as settlor or grantor of one or more trusts or special purpose entities (each, a “Securitization Trust”) formed pursuant to a trust agreement or other agreement, which Securitization Trust may issue one or more series or classes of certificates, bonds, notes or other evidences of interest or indebtedness (collectively, “Securities”) secured by or representing beneficial interests in the Assets, (iv) to acquire Securities or other property of a Securitization Trust (including remainder interests in collateral or reserve accounts) or any interest in any of the foregoing, (v) to cause the issuance of, authorize, sell and deliver Securities or other instruments secured or collateralized by Securities, (vi) to own equity interests in other limited liability companies or partnerships whose purposes are substantially restricted to those described in clauses (i) through (v) above, (vii) to borrow money other than pursuant to clause (i) above, but only to the extent that such borrowing is permitted by the terms of the transactions contemplated by clauses (i) through (vi) above, (viii) to loan or otherwise invest funds received as a result of the Depositor’s interest in any Securitization Trust or Securities and any other income, as determined by the Member (as defined in the LLC Agreement) of the Depositor from time to time, and (ix) to (A) negotiate, authorize, execute, deliver or assume or perform the obligations under any agreement, instrument or document relating to the activities set forth in clauses (i) through (viii) abov...
Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor.
(b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss.
(c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof.
(d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.
Certain Limitations. Notwithstanding anything to the contrary contained herein, the indemnification provided for in Section 9.2 and Section 9.3 shall be subject to the following limitations:
(a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 9.2(a) (other than with respect to a claim for indemnification as a result of any inaccuracy in or breach of Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.12 (Brokers), Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.4 (Title to the Membership Interests), and Section 4.6 (Brokers) (collectively, the “Seller Fundamental Representations”)), until the aggregate amount of all Losses indemnifiable under Section 9.2(a) (other than those with respect to any Seller Fundamental Representation and other than those excluded pursuant to Section 9.4(b)) exceeds an amount equal to $3,840,000, in which event the Buyer Indemnitees shall only be entitled to recover Losses in excess of such amount, subject to the other limitations set forth herein.
(b) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 9.2(a) (other than with respect to a claim for indemnification with respect to or by reason of any Seller Fundamental Representation) for any particular Loss (including any series of related Losses) indemnifiable pursuant to Section 9.2(a) (other than those with respect to any Seller Fundamental Representation), unless such Loss (including any series of related Losses) equals or exceeds $50,000 (the “Per Claim Deductible”), and any Losses (or series of related Losses) that are less than the Per Claim Deductible (other than those with respect to any Seller Fundamental Representation) shall not be included in the aggregate Losses indemnifiable pursuant to Section 9.2(a), including for purposes of the calculation in Section 9.4(a).
(c) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 9.3(a) (other than with respect to a claim for indemnification as a result of any inaccuracy in or breach of any representation and warranty in Section 5.1 (Organization and Qualification), Section 5.2 (Authority), Section 5.4 (Valid Issuance; Listing) and Section 5.9 (Brokers) (collectively, the “Buyer Fundamental Representations”)) until the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) (other than those...