Limitations on Liability; Minimum Net Worth Sample Clauses

Limitations on Liability; Minimum Net Worth. Guarantor’s aggregate liability under this Guaranty shall not exceed ten percent (10%) of the Purchase Price (it being understood that any payment by Guarantor of any portion of the Obligations shall limit or reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for dollar basis) (the “Liability Cap”). During the Term of this Guaranty, Guarantor shall maintain a minimum net asset value, as established in Guarantor’s most recent financial statement, equal to or greater than the Liability Cap.

Related to Limitations on Liability; Minimum Net Worth

Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Definitions As used in this Agreement, the following terms shall have the following meanings:
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).