Certain Limits. (a) Notwithstanding anything in this Agreement to the contrary, but subject to the application of clause (b) below, to the extent the Employee would be subject to the excise tax under Section 4999 of the Code on the amounts payable pursuant to this Agreement and such other amounts or benefits the Employee receives from the Company, any person whose actions result in a change of ownership covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person, required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code, the amounts vested pursuant to Section 2(a) of this Agreement shall be automatically reduced to an amount one dollar less than that which, when combined with such other amounts, would subject the Employee to such excise tax.
Certain Limits. Unless the Company provides otherwise by a separate written agreement or plan covering the Participant, if a Participant would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) on the amounts payable under this Award Agreement and other amounts or benefits the Participant receives from a. the Company, b. any person whose actions result in a change of ownership covered by Code Section 280G(b)(2) or c. any person affiliated with the Company or person, required to be included to calculate parachute payments under Code Sections 280G and 4999, the amounts vested under this Award Agreement shall be reduced automatically to an amount one dollar less than that which, when combined with other amounts, would subject the Participant to the excise tax.
Certain Limits. Except for the Parties’ indemnification obligations hereunder, in no event shall either Party be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or use, incurred by either Party or any third party, whether in an action in contract or tort, even if the other Party or any other person has been advised of the possibility of such damages. The Parties agree that under no circumstances shall the other Party’s liability under this Agreement exceed the fees paid by Licensee to Licensor under this Agreement during the twelve (12) months immediately preceding the date upon which the related claim arose.
Certain Limits. (a) Each of Purchaser and Seller shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.
Certain Limits. 24 ARTICLE IX Bulk Sales .................................................... 24
Certain Limits. (a) Seller shall be liable to Buyer, and Buyer shall be liable to Seller, for Damages that are indemnifiable under Paragraphs 8.1(a) or 8.2(a), respectively, only to the extent that the aggregate amount of Damages exceeds $100,000. The foregoing deductible shall not apply to and every dollar of Damages shall be indemnifiable for breaches of the representations and warranties in Paragraphs 4.1, 4.2, 4.3, the first sentence of Paragraph 4.4, 4.10, 4.19, 4.23, 5.1, 5.2, 5.3, 5.5, 5.8 and 5.10.
Certain Limits. Notwithstanding the foregoing, unless otherwise provided by the Company pursuant to a separate written agreement or plan covering the Optionee, to the extent an Optionee would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on the amounts payable pursuant to this Award Agreement and such other amounts or benefits the Optionee receives from the Company, any person whose actions result in a change of ownership covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person, required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code, the amounts vested pursuant to this Award Agreement shall be automatically reduced to an amount one dollar less than that which, when combined with such other amounts, would subject the Optionee to such excise tax.
Certain Limits. (a) Seller shall be liable to Buyer, and Buyer shall be liable to Seller, for Damages that are indemnifiable under Paragraphs 8.1(a) or 8.2(a), respectively, only to the extent that the aggregate amount of Damages exceeds $100,000. The foregoing deductible shall not apply to and every dollar of Damages shall be indemnifiable for breaches of the representations and warranties in Paragraphs 4.1, 4.2, 4.3, the first sentence of Paragraph 4.4, 4.10, 4.19, 4.23, 5.1, 5.2, 5.3, 5.5, 5.8 and 5.10. (b) If any representation, warranty or covenant subject to indemnification pursuant to Paragraph 8.1(a) or (b) or 8.2(a) or (b) contains a materiality qualification (e.g., "material," "materiality," "in all material respects," "material adverse effect" or similar qualifications), such materiality qualification shall have been deemed to have been met, and such representation, warranty or covenant shall be deemed to have been breached, if Buyer or Seller, as the case may be, incurs or is alleged to have incurred Damages for any breach with respect to each individual claim that exceeds $5,000 (such excess over $5,000 being the Damages for such claim). ARTICLE IX
Certain Limits. Notwithstanding anything in this Agreement to the contrary, if any amounts due to the Director under this Agreement and any other plan or program of the Company constitute a “parachute payment,” as such term is defined in Code Section 280G(b)(2), and the amount of the parachute payment, reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount the Director would receive if he were paid three times his “base amount,” as defined in Code Section 280G(b)(3), less one dollar, reduced by all federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times his base amount less one dollar. The determinations to be made with respect to this section shall be made by an accounting firm jointly selected by the Company’s Board of Directors and the Director and paid by the Company, and which may be the Company’s independent auditors.
Certain Limits. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement shall limit or modify any duty or liability of any Indemnitee to the Manager or to any Affiliate (other than Holdings and its subsidiaries) of the Manager.
