Limitations; Payments Sample Clauses

Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Parent shall not be (i) liable for any amounts for which the Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a), unless (x) a claim is timely asserted during the survival period specified in Section 10.1(a), (y) the amount of Losses, after taking into account Section 10.6, with respect to the particular act, circumstance, development, event, fact, occurrence or omission exceeds one hundred thousand dollars ($100,000) (aggregating all such Losses arising from substantially identical facts) and (z) the aggregate amount of all Losses for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a) exceeds, on a cumulative basis, seventy-five million dollars ($75,000,000) (the "Threshold"), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 10.2(a) to the extent indemnification payments thereunder would exceed in the aggregate two billion dollars ($2,000,000,000) (the "Maximum Indemnification Amount"); provided that the limitations in clauses (i) and (ii) shall not apply to any Losses resulting from, arising out of or relating to, the representations and warranties set forth in Sections 4.2, 4.3 and 4.9 and any such Losses or indemnification payments shall not be counted in determining whether the Threshold or Maximum Indemnification Amount have been exceeded.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Limitations; Payments. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be liable for any amounts for which the Buyer Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless a claim is timely asserted during the survival period specified in Section 6.1(a).
Sample 1Sample 2Sample 3
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Stratus shall not be (i) liable for any amounts for which the Xxxxxxx Indemnified Parties are otherwise entitled to indemnification pursuant to Section 6.2(a) unless a claim is timely asserted during the survival period specified in Section 6.1(a), and (ii) required to make indemnification payments pursuant to Section 6.2(a) to the extent indemnification payments thereunder would exceed in the aggregate $2,500,000 (the “Stratus Indemnification Cap”).
Sample 1Sample 2Sample 3
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be required to make indemnification payments pursuant to Section 6.2(a) to the extent indemnification payments thereunder would exceed in the aggregate the Purchase Price (the “Seller Indemnification Cap”); provided, that the foregoing limitations shall not apply with respect to a breach by Seller of any of the representations and warranties of Seller contained in Sections 3.1, 3.2, or 3.6.
Sample 1Sample 2
Limitations; Payments. (a) Notwithstanding anything set forth in this Agreement to the contrary:
Sample 1Sample 2
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, the Parent Indemnitees shall be entitled to indemnification under this Agreement (i) in the case of indemnification for Losses under Section 9.2(a)(i) (other than in respect of a breach of Section 4.2), only to the extent that the aggregate amount of all such Losses exceeds, on a cumulative basis, 1% of the Purchase Price, and then only to the extent of such excess, (ii) only to the extent that the aggregate amounts required to be paid to the Parent Indemnitees in respect of all Losses or under Article VIII shall not exceed in the aggregate 13% of the Purchase Price, plus all Earnings (as defined in the Escrow Agreement) to which they are entitled under the terms of the Escrow Agreement and (iii) only to the extent of funds available in the Escrow Funds, it being understood that such Escrow Funds shall be the sole and exclusive source of recovery and remedy of any Parent Indemnitee with respect to any claim for indemnification under Sections 8.1 and 9.2(a) and, as such, the indemnifications obligations set forth herein are non-recourse to the Company, the Company Subsidiaries or the Holders in all respects; provided, that the limitations in clauses (i) through (iii) shall not apply to any Losses resulting from, arising out of or relating to any intentional misrepresentation or any fraud.
Sample 1
Limitations; Payments. No sales commission shall be paid to Employee on any sale for which the Company has not been paid by the customer. If the Company should compromise with any customer and accept less than payment in full for any invoiced amount then the corresponding sales commission shall be proportionately reduced, except that if such compromise results in a reduction equal to or greater than twenty five percent (25%) of the invoice value, then no sales commission shall be paid on such invoice. The total combined amount of sales commissions and bonus paid to Employee in any fiscal year is referred to herein as "Incentive Pay". Incentive Pay may not exceed $1 million in any fiscal year. If in any fiscal year the calculations used to derive Incentive Pay shall equal a number greater than $1 million, then in any such fiscal year, Incentive Pay shall equal $1 million. Within 60 days after the end of each month, the Company shall, subject to the limitations of this paragraph 4.4, pay the sales commissions on paid sales as accrued on the records of the Company as of the end of the month for which such commissions are being paid. Within ten days after receipt by Alfa from its auditors of its fiscal year end certified financial statements, the Company shall, subject to the limitations of this paragraph 4.4, pay Employee the bonus as called for in Section 4.3 hereof. If the Employee's employment by the Company ends prior to the expiration of the Employment Term then Incentive Pay shall be adjusted proportionately to the last day of such employment.
Sample 1
AutoNDA by SimpleDocs
Limitations; Payments. No sales commission shall be paid to Employee on any sale for which the Company has not been paid by the customer. If the Company should compromise with any customer and accept less than payment in full for any invoiced amount then the corresponding sales commission shall be proportionately reduced, except that if such compromise results in a reduction equal to or greater than twenty five percent (25%) of the invoice value, then no sales commission shall be paid on such invoice. Within 60 days after the end of each month, the Company shall pay the sales commissions on paid sales as accrued on the records of the Company as of the end of the month for which such commissions are being paid. Within ten days after receipt by Alfa from its auditors of its fiscal year end certified financial statements, the Company shall pay Employee the bonus as called for in Section 4.3 hereof. If the Employee's employment by the Company ends prior to the expiration of the Employment Term then Incentive Pay shall be adjusted proportionately to the last day of such employment.
Sample 1
Limitations; Payments. (a) Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be (i) liable for any amounts for which the Buyer Indemnified Parties are otherwise entitled to indemnification pursuant to Section 8.2(a) unless (A) a claim is timely asserted during the survival period specified in Section 8.1(a), (B) the amount of Losses with respect to the particular act, circumstance, development, event, fact, occurrence or omission giving rise to such Losses exceeds $50,000 (aggregating all such Losses arising from substantially identical facts) and (C) the aggregate amount of all Losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) exceeds, on a cumulative basis, $2,000,000 (the "Seller Threshold"), and then only to the extent of such excess, and (ii) required to make indemnification payments pursuant to Section 8.2(a) to the extent indemnification payments thereunder would exceed in the aggregate $20,000,000 (the "Seller Indemnification Cap").
Sample 1

Related to Limitations; Payments

  • Limitations Pertaining to Capital Contributions 5.2.1: Except as otherwise specifically provided in this Agreement, or as otherwise provided by law, no Member shall have the right to withdraw from the Company or to demand or receive a return of his capital without the consent of the Manager. Upon return of any Capital Contributions, no Member shall have the right to receive property other than cash except as may be specifically provided herein.

  • Limitations on Payments The Bank may terminate access to the Bank’s ATM and/or Visa Debit Card Services at any time for any reason, including without limitation (i) with respect to any recipient of transfers, if the Bank believes in its sole discretion that there are an excessive number of disputes involving customer use, or (ii) with respect to any third party, if the Bank believes in its sole discretion that the third party has initiated disputes without reasonable cause or in bad faith. The Bank also may reject a transaction or restrict your access to the Website to make further transactions at any time if it believes the security of your accounts or the Website is at risk or any fraudulent or illegal activity may be occurring, including evidence of unusual activity in your accounts. Limitations on Transfers Your Card transactions will be subject to daily limits as follows*: • Cash withdrawal from an ATM using an ATM card - $310.00 • Cash withdrawal from an ATM using a Visa® Debit card - $1,010.00 • Point-of-sale transaction using your Visa® Debit card - $2,500.00 *For Second Chance Checking and Second Chance Savings products – please refer to product features for limits. For security reasons, we may further limit these amounts from time to time without notice. Non-sufficient funds activity involving an ATM or Visa Debit Card may result in decreased daily limits or revocation of the card. Charges for Use of Your Card. We do not charge you a fee to use your Card at an ATM or to make a POS transaction. However, ATM transactions may be subject to a fee or surcharge assessed by the terminal owner, for which you will be reimbursed by the Bank up to the amount per month which corresponds to the type of account you have. Preauthorization Payments Holds When you use your Card at a point of sale location or when you use the Visa or other network enhancement feature of the Cards to obtain goods or services or to obtain cash, the merchant may attempt to obtain preauthorization from us for the transaction. When the preauthorization is approved by us, we immediately debit the preauthorized amount from your designated Account. The amount you actually approved or signed for may vary in some cases from the amount of the actual purchase, depending on the merchant's request. If the preauthorization request varies from the amount of the actual transaction, payment of the transaction (which usually occurs within two to five days) will adjust the amount previously deducted from your designated Account. This process may affect the availability of funds from your designated Account to pay checks or for other electronic fund transfers. Since all transactions are immediately posted to your designated Account, please check your current balance on the Website. We will not be responsible for damages for wrongful dishonor if any items are not paid because the amount requested by the merchant was different from the actual amount you approved. Using your Card for International Transactions If you use your Card to obtain cash or to purchase goods or services in another country, the amount of the charge in foreign currency will be converted to a U.S. dollar amount by the applicable network (e.g. Visa, MasterCard, etc.). In making this conversion, the network will use the procedures set forth in its operating regulations. Conversion to U.S. dollars may occur on a date other than the date of the transaction; therefore, the currency conversion rate may be different from the conversion rate in effect on the transaction date. You understand that we do not determine the currency conversion rate that is used, and we do not receive any portion of the currency conversion rate. Documentation of Transfers • Receipts: You have a right to receive a receipt at ATMs and POS terminals that accept your ATM and/or Visa debit cards each time you make a transaction. • Preauthorized Credits: If you have arranged to have direct deposits made to your account at least once every 60 days from the same person or company, you can call us at 000.000.0000 to find out whether or not the deposit has been made. • Periodic Statements: You will also be able to view your bank statement and transaction history on the Website. Lost or Stolen Card or Unauthorized Transactions Notify us immediately if your ATM Card, Visa Debit Card or PIN or other access code has been lost or stolen or used without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all your money in your account plus your maximum Overdraft Line of Credit. In Case of Errors or Questions about Your Electronic Transfers Telephone Customer Service at 0-000-000-0000, email, or write us at Axos Bank, P.O. Box 509127, San Diego, CA 92150, as soon as you can if you think your online statement or receipt is wrong or if you need more information about a transfer listed on the online statement or receipt. We must hear from you NO LATER than 60 days after your FIRST online statement on which the problem or error has appeared. In your communication to us, be prepared to provide us with the following information: • Your name and Account number (if any). • A description of the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. • The dollar amount of the suspected error. If you tell us orally, we may require that you send your complaint or question in writing within 10 business days. We will determine whether an error occurred within 10 business days (20 business days for new accounts) after we hear from you and will correct the error, promptly. If we need more time, however, we may take up to 45 days (90 days for new accounts, point-of-sale, or foreign-initiated transactions) to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days (20 business days for new accounts) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your questions or complaint in writing and we do not receive it within 10 business days, we may not credit your account. For disputes involving the unauthorized use of your Visa Debit Card for Visa point-of-sale transactions, we will provisionally credit your Account within 5 business days. Under the Visa Rules, we may withhold provisional credit to the extent allowed under applicable law if we determine that the circumstances or account history warrants the delay. The Visa Rules do not apply to ATM transactions, certain commercial card transactions, PIN or other transactions not processed over the V network. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. Electronic Transaction Cancellations If you have arranged with us in advance to make regular periodic payments out of your designated Account using our Electronic Bill Payment Service, you can stop any of those payments by following these procedures: • Sign on to the Website and cancel the future payments using the procedure as called for in the Bill Payment section. • Call Customer Service, write the Bank, or e-mail in time for us to receive your request three or more business days before the payment is scheduled to be made. If you call, we may require you to put your request in writing so that it reaches us within 14 days after your call. NOTE: This section does not apply to stop payment orders for checks. Liability of Bank for Failure to Stop Payment of Preauthorized Transfer If you order us to stop one of these payments 3 business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. Your Liability for Unauthorized Electronic Funds Transfers TELL US AT ONCE if you believe your ATM and/or Visa Debit Card or any other Access Device has been lost or stolen or if you think your PIN or Password is no longer secure or confidential. Telephoning us is the best and fastest way of keeping your possible losses down. During business hours you may call 0-000-000-0000 to report your ATM/Visa Debit Card lost or Stolen or login to your online banking and send us a secure message. You can lose no more than $50.00 if someone used your Card without your permission, if you tell us within two business days, subject to Visa’s Zero Liability policy. If you do NOT tell us within two business days after you learn of the loss or theft of your Card or other Access Device, and we can prove we could have stopped the unauthorized transactions if you had told us, you could lose as much as $500.00. Also if your on-line statement shows transactions that you did not make, TELL US AT ONCE. If you do not tell us within 60 days after the daily transactions (Periodic Statement) are provided to you on the Website, you may not get back any money you lost after the 60 days if we can prove that we could have prevented the transactions if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, let us know. We may extend the time periods. You agree that you will not reveal your User ID, Password, PIN, or any other Access Device to any person not authorized by you to use your Access Devices; not write your PIN or Password on your ATM and/or VISA Debit Cards or on any item kept with your Access Devices; and not leave a computer terminal unattended after you have logged in using your Password or other Access Device.

  • LIMITATIONS ON ALLOCATIONS If the Employer maintains or has ever maintained another qualified plan (other than the Sponsor's paired defined contribution plan numbers 01001, 01004 or 01005 or the Sponsor's paired defined benefit plan number 02001), in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, the following provision(s) must apply. The Employer must also complete this Section if it maintains a welfare benefit fund, as defined in section 419(e) of the Code, or an individual medical account, as defined in section 415(l)(2) of the Code, under which amounts are treated as Annual Additions with respect to any Participant in the Plan. (If the Employer maintains only paired plans of the Sponsor this Section should not be completed.)

  • Indemnification Payments Not Distributions If and to the extent any payments to the General Partner pursuant to this Section 7.7 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • Expense Payments and Reimbursements The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

  • 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.

  • Limitations Period The parties agree that any claim or controversy that would be arbitrable under this Section must be submitted to arbitration within one (1) year after the claim or controversy arises and that a failure to institute arbitration proceedings within such time period shall constitute an absolute bar to the institution of any proceedings, in arbitration or in any court, and a waiver of all such claims. This Section will survive the expiration or early termination of this Agreement.

  • Transfer Limitations We may limit the dollar amount or the number of transfers from your account. Please consult your Truth-in-Savings Disclosure or your Electronic Fund Transfers Agreement and Disclosure.

Time is Money Join Law Insider Premium to draft better contracts faster.