LIMITATIONS ON DAMAGE CLAIMS Sample Clauses

LIMITATIONS ON DAMAGE CLAIMS. (a) In the event Invatec should have any Damage Claim hereunder following the Effective Time against any Stockholder which does not involve an Invatec Indemnified Loss (each such Damage Claim not involving an Invatec Indemnified Loss being an "Invatec Unindemnified Loss"), that Stockholder will not be liable to Invatec on account of that Invatec Unindemnified Loss unless the liability of that Stockholder in respect of that Invatec Unindemnified Loss, when aggregated with the liability of all Stockholders in respect of the sum of (i) all Invatec Unindemnified Losses and (ii) all Invatec Indemnified Losses under SECTION 7.02(A), exceeds, and only to the extent the aggregate amount of all those Invatec Unindemnified Losses and Invatec Indemnified Losses does exceed, the Threshold Amount. In no event shall (i) the aggregate joint and several liability of the Stockholders under this Agreement, including SECTION 7.02(A), exceed the Ceiling Amount or (ii) the aggregate liability of each Stockholder under this Agreement, including SECTIONS 7.02(A) AND 7.02(B), exceed that Stockholder's Pro Rata Share of the Ceiling Amount. For purposes of determining the amount of Invatec Unindemnified Losses and Invatec Indemnified Losses, no effect will be given to any resulting Tax benefit to Invatec or any other Invatec Indemnified Party; however, effect will be given to any insurance proceeds received by the Surviving Company or Invatec on account of any such losses.
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LIMITATIONS ON DAMAGE CLAIMS. (a) In the event Invatec should have any Damage Claim hereunder following the Effective Time against any Stockholder which does not involve an Invatec Indemnified Loss (each such Damage Claim not involving an Invatec Indemnified Loss being an "Invatec Unindemnified Loss"), that Stockholder will not be liable to Invatec on account of that Invatec Unindemnified Loss unless the liability of that Stockholder in respect of that Invatec Unindemnified Loss, when aggregated with the liability of all Stockholders in respect of the sum of (i) all Invatec Unindemnified Losses and (ii) all Invatec Indemnified Losses under SECTION 7.O2, exceeds, and only to the extent the aggregate amount of all those Invatec Unindemnified Losses and Invatec Indemnified Losses does exceed, the Threshold Amount. With respect to General Claims, after there have occurred aggregate Invatec Unindemnified Losses and Invatec Indemnified Losses in the amount of the Threshold Amount, the Stockholders will be obligated to indemnified the Invatec Indemnified Parties from and against further such Invatec Unindemnified Losses and Invatec Indemnified Losses up to an aggregate amount of One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00); thereafter, the Stockholders will not be obligated to indemnify the Invatec Indemnified Parties from and against any further such Invatec Unindemnified Losses and Invatec Indemnified Losses until there have occurred additional aggregate Invatec Unindemnified Losses and Invatec Indemnified Losses in the amount of Five Hundred Thousand and No/l00 Dollars ($500,000.00), after which the Stockholders will once again be obligated to indemnify the Invatec Indemnified Parties from and against further such Invatec Unindemnified Losses and Invatec Indemnified Losses up to an aggregate amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). With respect to Environmental Claims, after there have occurred aggregate Invatec Unindemnified Losses and Invatec Indemnified Losses in the amount of the Threshold Amount, the Stockholders will be obligated to indemnify the Invatec Indemnified Parties from and against further such Invatec Unindemnified Losses and Invatec Indemnified Losses up to an aggregate amount of One Million and No/100 Dollars ($1,000,000.00). In no event shall (i) the aggregate liability of the Stockholders under this Agreement, including SECTION 7.02, exceed the Ceiling Amount or (ii) the aggregate liability of each Stockholder unde...
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Related to LIMITATIONS ON DAMAGE CLAIMS

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

  • Limitations on Claims In addition to the limitations on indemnification set forth in Section 9(a) above, the Employer shall not be obligated pursuant to this Agreement:

  • Limitations on Liability The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

  • Limitations on Use Each Party shall use, and cause each of its Affiliates, its licensees and its sublicensees to use, any Confidential Information obtained by such Party from the other Party, its Affiliates, its licensees or its sublicensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby.

  • Limitations on Actions Notwithstanding anything to the contrary in this Security Agreement, no Grantor shall be required to take any action in connection with Collateral pledged hereunder (and no security interest in such Collateral shall be required to be perfected) except to the extent consistent with Section 5.12(c) or 5.14 of the Credit Agreement and the Perfection Requirements or expressly required hereunder and except in accordance with Requirements of Law.

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limitation on Damages IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

  • Limitations on Duties and Exculpation and Indemnification, of Securities Intermediary.

  • LIMITATIONS ON LANDLORD'S LIABILITY Landlord shall not be liable for and Tenant shall not be entitled to terminate this Lease or to effectuate any abatement or reduction of rent by reason of Landlord’s failure to provide or furnish any of the foregoing utilities or services if such failure was reasonably beyond the control of Landlord. In no event shall Landlord be liable for loss or injury to persons or property, however, arising or occurring in connection with or attributable to any failure to furnish such utilities or services even if within the control of Landlord.

  • Limitations on Warranties (a) Except for the representations and warranties contained in this Agreement, the Company’s Disclosure Letter and any agreements or certificates delivered pursuant to this Agreement, the Company makes no other express or implied representation or warranty to Parent or Merger Subsidiary. Parent and Merger Subsidiary each acknowledge that, in entering into this Agreement, it has not relied on any representations or warranties of the Company other than the representations and warranties of the Company set forth in this Agreement, the Company’s Disclosure Letter or any agreements or certificates delivered pursuant to this Agreement.

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