Limitation on Amount — Buyer Sample Clauses

Limitation on Amount — Buyer. (a) Buyer shall have no liability (for indemnification or otherwise) with respect to matters described in Section 11.2(a)(ii) until the total of all reasonable and verifiable Loss and Expense of Seller which Buyer is liable for exceeds US$500,000 and then Buyer shall be liable for such amount of Loss and Expense including US$500,000 subject to all the applicable restrictions under this ARTICLE XI; provided further that no individual claim (or series of claims arising from substantially identical facts or circumstances) shall constitute “Losses and Expenses” hereunder unless of an amount in excess of US$10,000 (or its equivalent). However this Section 11.5(a) shall not apply to (i) any Seller Specified Claim or under the Promissory Note, or (ii) any matter involving fraud.
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Limitation on Amount — Buyer. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000) and then for the entire amount of such Damages; provided, however, that the total aggregate amount of Damages recoverable by Seller and the other Seller Indemnified Persons pursuant to the provisions of this Section 11 shall be limited to Damages not exceeding an indemnity cap Eight Million Five Hundred Thousand Dollars ($8,500,000.00). For purposes of clarity, this Section 11.6 will not apply to claims under Section 11.4(b) through (d) or matters arising in respect of Section 4.4 (“Brokers or Finders”).
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Limitation on Amount — Buyer. Buyer shall be liable to Seller with respect to the matters described in Section 10.6 in an amount not exceeding $3,000,000 for any Losses sustained by Seller of which Seller gives notice to Buyer on or before that date which is six months from the Closing Date, and in an amount not exceeding $1,000,000 for any Losses sustained by Seller of which Seller gives notice to Buyer from that date which is six months after the Closing Date to one year after the Closing Date. Buyer shall not be liable for such Loss if Seller does not give notice within the applicable time period.
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Limitation on Amount — Buyer. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.3 until the total of all Damages with respect to such matters exceeds $400,000. In no event shall Buyer have any liability (for indemnification or otherwise) for any such Damages in excess of $1,800,000. However, this Section 10.6 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
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Limitation on Amount — Buyer. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 7.2(b)(i) or 7.2(b)(ii) until the total of all Losses with respect to such matters exceeds $100,000 in the aggregate, and then only to the extent of such excess, provided, that, in and the absence of fraud, Buyer will have no liability (for indemnification or otherwise) for an amount in excess of $2.5 million with respect to claims made under Sections 7.2(b)(i) or 7.2(b)(ii) of this Agreement and provided, further, that Buyer's covenant to indemnify the Seller Indemnified Parties under Section 7.2(b)(iii) shall not be considered a covenant limited by the limitations under this Section 7.2(e).
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Related to Limitation on Amount — Buyer

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii))

  • LIMITATIONS ON AMOUNT--BUYER Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

  • Limitations on Amount Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.

  • Limitation on Payment The Salary Continuation Payment will not exceed an amount equal to $1.00 less than the amount which would cause the payment, together with any other payments received from the Company, to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code.

  • Limitations on Amounts A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

  • LIMITATION ON AMOUNT OF OWNERSHIP Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

  • Limitation on Additional Amounts, etc Notwithstanding anything to the contrary contained in Section 1.10, 1.11, 2.05 or 4.04 of this Agreement, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under such Section within six months after the later of (x) the date the Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital or (y) the date such Lender has actual knowledge of its incurrence of the respective increased costs, Taxes, loss, expense or liability, reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be, to the extent of the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital that are incurred or suffered on or after the date which occurs six months prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be. This Section 13.18 shall have no applicability to any Section of this Agreement other than said Sections 1.10, 1.11, 2.05 and 4.04.

  • Limitation on Aggregate Principal Amount The aggregate principal amount of the Notes shall not be limited. The Company shall not execute and the Trustee shall not authenticate or deliver Notes except as permitted by the terms of the Indenture.

  • Limitation on Redemption (i) The Redemption Price of the Series J Preferred Units (other than the portion thereof consisting of accumulated but unpaid distributions) is payable solely out of the sale proceeds of capital stock of the General Partner, which will be contributed by the General Partner to the Partnership as an additional capital contribution, or out of the sale of limited partner interests in the Partnership and from no other source. For purposes of the preceding sentence, "capital stock" means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the Charter)), depository shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing.

  • Limitation on Asset Sales The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

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