Limitations and Other Terms Sample Clauses

Limitations and Other Terms. The rights of the Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations:
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Limitations and Other Terms. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Seller and Seller Members for Damages under Section 10.1(a) shall not exceed $8 million (the “Cap”), and (ii) Seller and Seller Members shall not be liable under Section 10.1(a) unless and until the aggregate Damages for all claims under such section equal or exceed an amount equal to $150,000 in the aggregate (the “Threshold”), at which xxxx Xxxxxx and Seller Members shall be liable for all such Damages (including those equal to or less than the Threshold); provided, however, that the limitations set forth in this Section 10.5(a) shall not apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made.
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Limitations and Other Terms. The rights of the Buyer Indemnified Parties to indemnification pursuant to the provisions of this Section 11 are subject to the following limitations:
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Limitations and Other Terms. (a) Notwithstanding anything to the contrary herein, but subject to this Section 11.5(a), (i) the aggregate liability of the Holders for Damages under Section 11.1(a) shall not exceed an amount equal to $6,000,000 (the “Cap”); (ii) the Holders shall not be liable under Section 11.1(a) unless and until the aggregate Damages for all claims under Section 11.1(a) exceed an amount equal to $200,000 (the “Deductible”), at which time the Holders shall be liable only for Damages in excess of the Deductible; (iii) the rights to indemnification for Damages resulting from breaches of the Fundamental Representations or any other claim pursuant to Section 11.1 shall not exceed, in the aggregate, the aggregate Merger Consideration actually received by the Holders (the “Total Cap”);(iv) no individual Holder shall be liable under this Agreement or any Transmittal Letter for any amount in excess of the amount of the Merger Consideration actually received by such Holder and (v) the aggregate liability of the Holders for Damages under Section 11.1(g) shall not exceed an amount equal to $250,000. The limitations in the foregoing clauses (i) and (ii) shall not apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made. The limitations in the foregoing clauses (iii) and (iv) shall not apply in the case of fraud with respect to any Holder who either committed or had actual knowledge of such fraud (whether committed by any Holder, Company, any of its officers or employees or Representative). (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Buyer and Surviving Corporation for Damages under Section 11.2(a) shall not exceed an amount equal to the Cap, and (ii) Buyer and Surviving Corporation shall not be liable under Section 11.2(a) unless and until the aggregate Damages for all claims under such section equal or exceed the Deductible, at which time Buyer and Surviving Corporation shall be liable only for Damages in excess of the Deductible; provided, however, that the limitations set forth in this Section 11.5(b) shall not apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made; provided further, that except in the case of fraud, the rights to indemnification for Damages resulting from breaches of the Fundamental Representations or any other claim pursuant to Section 11.2 shall not exceed, in the aggregate, the Total Cap...
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Limitations and Other Terms. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Shareholders for Damages under Section 10.1 will not exceed the amount of the Indemnification Escrow Fund, and (ii) the Shareholders will not be liable under Section 10.1(a)(i) unless and until the aggregate Damages for all claims under such section equal or exceed the Deductible, at which time the Shareholders will be liable for all such Damages exceeding the Deductible; provided, however, that the limitations set forth in Section 10.5(a)(ii) will not apply to a claim arising out of a breach of a Fundamental Representation or any representation that was fraudulently made.
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Limitations and Other Terms 
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Related to Limitations and Other Terms

  • Definitions and Other Terms The following capitalized terms shall have those meanings set forth opposite them:

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Adjustments and Other Rights The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:

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  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Sections and Other Headings The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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