Overall Limit Clause Samples
The Overall Limit clause sets a maximum cap on the total liability that one party may incur under a contract. In practice, this means that regardless of the number or type of claims made, the responsible party's financial exposure cannot exceed the specified limit, which is often defined as a fixed sum or a percentage of the contract value. This clause is essential for managing risk, as it provides certainty and predictability regarding the maximum potential losses a party might face, thereby facilitating more informed decision-making and negotiation.
Overall Limit. For any Participant of this Plan who at any time participated in a defined benefit plan of the Employer, the rate of benefit accrual by such Participant in each defined benefit plan in which the Participant participates during the Limitation Year will be reduced to the extent necessary to prevent the sum of the following fractions, computed as of the close of the Limitation Year, from exceeding 1.0: Project Annual Benefit of the Participant under all defined benefit plans divided by The lesser of (1) the product of 1.25 multiplied by the dollar limitation in effect under Code Section 415(b)(1)(A) for such Limitation Year, or (2) the product of 1.4 multiplied by the amount which may be taken into account under Code Section 415(b)(1)(B) with respect to such Participant for such Limitation Year plus The sum of Annual Additions to such Participant's Aggregate Account under all defined contribution plans in such Limitation Year and for all prior Limitation Years
Overall Limit. The aggregate amount of:
(a) Outstanding Purchase Price; and
(b) all L/C Exposures. shall not at any time exceed the Facility Limit.
Overall Limit. (a) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim against them for indemnity under Sections 7.02 (excluding claims for actual tax liability, interest and penalties), 7.03 or 7.04 of this Agreement, either as asserted or as ultimately determined, equal to or less than Two Hundred Fifty Thousand ($250,000.00) Dollars in the aggregate for all claims under those Sections, and the maximum collective liability of Sellers for any and all claims against them for indemnity under Sections 7.02 (excluding claims for actual tax liability, interest and penalties), 7.03 and 7.04 of this Agreement, shall not exceed Nine Million ($9,000,000.00) Dollars, provided that claims for which Sellers are not liable by virtue of the Two Hundred Fifty Thousand ($250,000.00) Dollar exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability. For purposes of Section 7.02, the amount of the actual tax liability (including interest and penalties) is not subject to the dollar floor and cap set out herein, however, all other expenses associated with the tax liability and subject to Section 7.02, such as attorney fees and costs of defense, are subject to the dollar floor and cap set out in this Section 7.09(a).
(b) Notwithstanding anything in this Agreement to the contrary, including but not limited to, the provisions of Section 7.09(a), Sellers shall not be liable for any claim against them for indemnity under Section 7.04 of this Agreement, either as asserted or as ultimately determined, equal to or less than Five Hundred Thousand ($500,000.00) Dollars in the aggregate for all claims under that Section, and Sellers' liability under Section 7.04 shall not exceed in the aggregate the following amounts, and Sellers will have no liability with respect to the indemnification set forth in Section 7.04 for any amount of claims which in the aggregate exceeds the following amounts:
(i) For any claim asserted against Sellers for liability under Section 7.04 in the first twenty-four (24) months following the Closing Date the sum of Nine Million ($9,000,000.00) Dollars.
(ii) For any claim asserted against Sellers for liability under Section 7.04 in the period comprising the twenty-fifth (25th) month through the thirty-sixth (36th) month following the Closing Date, the sum of Seven Million ($7,000,000.00) Dollars.
(iii) For any claim asserted against Sellers for liability under Section 7.04 in t...
Overall Limit. (a) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim or claims against them for indemnity under Sections 8.2 (excluding -39- claims for actual Tax liability, interest and penalties), 8.3 or 8.4 (excluding claims related to, resulting from or arising out of a breach of the representations and warranties made by the Sellers in Section 2.5 ("Capitalization Claims")) of this Agreement, until the aggregate value of all such claims, either as asserted or as ultimately determined, equals to or exceeds Two Hundred Fifty Thousand ($250,000) Dollars, and the maximum liability of each Seller for any and all claims against him for indemnity under Sections 8.2 (excluding claims for actual Tax liability, interest and penalties), 8.3 and 8.4 (excluding Capitalization Claims) of this Agreement, shall not exceed an amount equal to the product of (x) the percentage set forth opposite such Seller's name in Schedule 8.9 hereto, multiplied by (y) the Indemnity Cap. For purposes of this Section 8.9(a), the "Indemnity Cap" shall mean:
(i) with respect to the first twenty-four (24) months following the Closing Date, the amount of Sixteen Million Dollars ($16,000,000.00);
(ii) with respect to the period comprising the twenty-fifth (25th) month through the thirty-sixth (36th) month following the Closing Date, the amount of Thirteen Million Dollars ($13,000,000.00); and
(iii) with respect to the period comprising the thirty-seventh (37th) month through the sixtieth (60th) month following the Closing Date, the amount of Ten Million Dollars ($10,000,000.00); In determining the aggregate maximum liability under subparts (i), (ii) and (iii) above, claims for which Sellers are not liable by virtue of the Two Hundred Fifty Thousand Dollar ($250,000.00) exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability, and all claims asserted under Sections 8.2 (excluding claims for actual Tax liability, interest and penalties), 8.3 and 8.4 (excluding Capitalization Claims) at any time whether or not during the particular measuring period shall be cumulative. For example, if a claim totaling Sixteen Million Dollars ($16,000,000.00) is made in the sixth (6th) month following the Closing Date, the maximum liability cap shall have been met for the remainder of the five (5) year period for which any claim under Section 8.2 (excluding claims for actual Tax liability, interest and penalties), 8.3 or...
Overall Limit. Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim against them for indemnity under Sections 7.03(b) and (c) or 7.04 of this Agreement, either as asserted or as ultimately determined, equal to or less than $50,000.00 in the aggregate for all claims under those Sections, and the maximum collective liability of Sellers for any and all claims against them for indemnity under Sections 7.03(b) and (c) and 7.04 of this Agreement, shall not exceed Twenty-Five Million ($25,000,000.00) Dollars, provided that claims for which Sellers are not liable by virtue of the $50,000.00 exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability. Sellers liability under Subsection 7.03(b) shall not exceed in the aggregate Five Million ($5,000,000.00) Dollars, and Sellers will have no liability with respect to the indemnification set forth in Subsection 7.03(b) for any amount of claims which in the aggregate exceeds Five Million ($5,000,000.00) Dollars. Sellers liability under Subsection 7.03(c) shall not exceed in the aggregate Ten Million ($10,000,000.00) Dollars, and Sellers will have no liability with respect to the indemnification set forth in Subsection 7.03(c) for any amount of claims which in the aggregate exceeds Ten Million ($10,000,000.00) Dollars. Sellers liability under Section 7.04 shall not exceed in the aggregate Twenty-Five Million ($25,000,000.00) Dollars, and Sellers will have no liability with respect to the indemnification set forth in Section 7.04 for any amount of claims which in the aggregate exceeds Twenty-Five Million ($25,000,000.00) Dollars.
Overall Limit. Contractor’s overall cumulative liability for damages to Owners arising under or in relation to this Agreement will in no event exceed an amount equal to [**] percent ([**]%) of the Target Price; provided, however, such limitation of liability shall not apply to, and no credit shall be issued against such limitations for:
(i) Contractor’s indemnity obligations under this Agreement for direct loss due to personal injury, death or property damage;
(ii) Claims which arise out of or result from fraudulent acts or violations of Applicable Law; and
(iii) the proceeds of insurance required in accordance with Exhibit I.
Overall Limit. Overall Limit: Rs. /- Rupees ( (This Overall Limit may be increase/decrease or constituents of the Overall Limit may be modified by the Sanction Letter or Individual Facility Sanction Letter) Date of the Sanction Letter: Details of Individual Facility sanction under the sanction letter
a) Cash Credit
b) Overdraft Facility
c) Term Loan
d) Revolving Working Capital Loan
e) Dealer Finance Facility
f) Packing Credit Facility
g) Bills Collection/Discounting/Purchase Facility h) Other facility (please specify) Overall Limit