Minimum Limit on Claims Sample Clauses

Minimum Limit on Claims. A party required to provide indemnification under this Article 6 (an “Indemnifying Party”) shall not be liable under this Article 6 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds the Basket Amount, and in such event the Indemnified Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud by the Indemnifying Party.
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Minimum Limit on Claims. A party required to provide indemnification under this Article 6 (an “Indemnifying Party”) shall not be liable under this Article 6 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds: (i) in the event that Seller is the Indemnifying Party, the Basket Amount, and (ii) in the event that a Purchaser is the Indemnifying Party, such Purchaser’s pro rata portion (based on its Percentage Portion) of the Basket Amount, and in each such event the Indemnified Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud or willful misrepresentation by the Indemnifying Party.
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Minimum Limit on Claims. A party required to provide indemnification under this Article ‎6 (an “Indemnifying Party”) with respect to an Acquisition shall not be liable under this Article ‎6 to an Indemnified Party for any Claim for breach of any representation or warranty with respect to such Acquisition unless and until the aggregate amount of all Claims with respect to such Acquisition for which it would, in the absence of this provision, be liable exceeds the Basket Amount for such Acquisition, and in such event the Indemnified Party will be liable for the amount of all Claims with respect to such Acquisition, including the applicable Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud or willful misrepresentation by the Indemnifying Party with respect to such Acquisition or, for the avoidance of doubt, to Covered Taxes.
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Minimum Limit on Claims. An Indemnifying Party shall not be required to provide indemnification under this Section 11 to an Indemnified Party for any indemnity claim unless and until (i) the amount of such indemnity claim or group of related claims exceeds $250,000 and (ii) the aggregate amount of all indemnity claims for which it would, in the absence of this provision, be liable pursuant to this Section 11 exceeds $2,500,000, in which event the Indemnifying Party shall be required to provide indemnification for all such indemnity claims from the first dollar. For purposes of this Section 11, the term “Indemnifying Party” means (i) collectively, the members of the Kontoor Brands Group, in the event any member of the VF Group is entitled to indemnity under Section 11(a) and (ii) collectively, the members of the VF Group, in the event that any member of the Kontoor Brands Group is entitled to indemnity under Section 11(b). For purposes of this Section 11, the term “Indemnified Party” means (x) the relevant member of the VF Group in the event any member of the VF Group is entitled to indemnity under Section 11(a) and (y) the relevant member of the Kontoor Brands Group in the event any member of the Kontoor Brands Group is entitled to indemnity under Section 11(b).
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Related to Minimum Limit on Claims

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

  • Limit on Liability Intel is providing the Materials for free and Your use of them is at Your own risk. Intel will not be liable to You under any legal theory for any losses or damages in connection with the Materials, including consequential damages, even if the possibility of damages was foreseeable or known. If any liability is found, Intel’s total, cumulative liability to You will not exceed $100.00 U.S. for all claims arising from or related to this Agreement. These liability limitations are a fundamental basis of our bargain and Intel would not have entered into this Agreement without them. 7.

  • Minimum Liquidity The Borrower shall not permit Liquidity at any time to be less than $50,000,000.

  • Liability Cap Subject to the Sections titled ‘Unlimited Liability’ and ‘Exclusion of Damages’, the maximum aggregate liability of either party (or its respective Affiliates or SAP’s subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in the Contract Term will not exceed the fees paid for Individual Orders during the Contract Term up until the date upon which the incident occurred whereby liability arose.

  • Waiver of Subrogation, Reimbursement and Contribution Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Liability Limits Notwithstanding anything to the contrary set forth herein:

  • Limitation on Claims No claim seeking an adjustment in the billing for any service, transaction, or charge under this Agreement, including any of the appendices, schedules or attachments to this Agreement, may be asserted with respect to a week or month, if more than one year has elapsed

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