Thresholds and Limitations Sample Clauses

Thresholds and Limitations. (1) Subject to Section 8.6(5), the obligation of the Vendors and the Vendors’ Representative, as applicable, to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Sections 8.2, 8.3 and 8.4 and the Purchaser’s obligation to indemnify the Vendors and the Vendor Indemnitees pursuant to Section 8.5 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendors and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000. Subject to Section 8.6(2) and 8.6(3), if the aggregate of all those Losses incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendors and the Vendors’ Representative, as applicable, shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 8.6(4), if the aggregate of all those Losses incurred by the Vendors and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendors and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
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Thresholds and Limitations. (a) No Indemnified Party shall be entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VIII until and only to the extent that the aggregate Damages for such Indemnified Party would be otherwise entitled to receive indemnification exceed $50,000.
Thresholds and Limitations. (1) Subject to Section 7.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 Subject to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
Thresholds and Limitations. (a) The LION Indemnified Parties shall be not entitled to receive any indemnification payment with respect to any claims for indemnification under this Article 9 unless the amount of the Losses in question exceed $25,000 (the "LOSS THRESHOLD"); provided, however, that once such Losses exceed the Loss Threshold, such LION Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses from the first dollar.
Thresholds and Limitations. (a) The Indemnified Parties shall be not entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VII unless and until such Losses exceed $50,000 (the "Loss Threshold"); provided, however, that once such Losses exceed the Loss Threshold, such Indemnified Parties shall be entitled to indemnification for the amount of all Losses without regard to the Loss Threshold.
Thresholds and Limitations. (1) Subject to Section 9.4(5), the obligation of Vendor to indemnify Purchaser and Purchaser Indemnitees pursuant to Section 9.2 and Purchaser’s obligation to indemnify Vendor and Vendor Indemnitees pursuant to Section 9.3 are applicable only to the extent those Losses suffered or incurred by Purchaser and Purchaser Indemnitees, on the one hand, or by Vendor and Vendor Indemnitees, on the other hand, as applicable, is in excess of Seventy Five Million Dollars ($75,000,000). Except with respect of Fundamental Representations none of Purchaser or Purchaser Indemnitees shall be entitled to assert any right to indemnification under Section 9.2 with respect to any individual claim unless the Losses resulting from such individual Claim exceeds Three Hundred Thousand Dollars ($300,000) (the “Individual Claim Threshold” and each individual claim that exceeds the Individual Claim Threshold, a “Qualifying Claim”). Purchaser and Purchaser Indemnitees (separately or collectively) shall not be entitled to assert any right to indemnification under Section 9.2 for any breach until the aggregate amount of all Losses actually suffered by Purchaser or Purchaser Indemnitees in respect of Qualifying Claims exceeds Seventy Five Million Dollars ($75,000,000) (the “Deductible Amount”), and then only to the extent such Losses exceed, in the aggregate, the Deductible Amount.
Thresholds and Limitations. (a) Subject to Section 10.4(g), the obligation of the Sanna Shareholders to indemnify the Purchaser pursuant to Section 10.1 or 10.2, and the Purchaser's obligation to indemnify the Sanna Shareholders pursuant to Section 10.3, are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser, on the one hand, or by the Sanna Shareholders, on the other hand, as applicable, is in excess of $25,000.00 (the "Basket").
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Thresholds and Limitations. (a) Except in connection with the Patent Litigation, the Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties otherwise would be entitled to receive indemnification exceed $1,000,000 (the "Threshold"); at which point the Indemnified Parties may make Claims for all Losses, including the first $1,000,000 of Losses. Notwithstanding the foregoing, in the case of any Claim for Losses attributable to any breach of the Company's representations or warranties in Section 2.17.7, of which breach the Company did not have knowledge (an "Unknown Infringement Claim"), no Indemnified Party shall be entitled to receive any indemnification payment hereunder until and unless the aggregate of all such Unknown Infringement Claims exceeds $500,000. Furthermore, a maximum of $500,000 of Unknown Infringement Claims shall be excluded in determining whether the amount of all Losses exceeds the Threshold.
Thresholds and Limitations 

Related to Thresholds and Limitations

  • Exceptions and Limitations For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Restrictions and Limitations (a) Except as hereinafter provided, no officer or Trustee of the Trust, no officer, director, or stockholder (or partner of a stockholder) of the investment adviser of the Trust (as that term is defined in the 0000 Xxx) or of any underwriter of the Trust, and no investment adviser or underwriter of the Trust shall take long or short positions in the securities issued by the Trust. The foregoing provision shall not prevent the purchase from the Trust of shares of any series issued by the Trust by any person at the price available to shareholders of the Trust generally at the time of such purchase, or as described in the current Prospectus of the Trust, or prior to commencement of the public offering of shares of the Trust, at the net asset value of such shares.

  • Exclusions and Limitations The aforementioned “Limited Warranty” does not apply to any Products which have been subjected to

  • Specific Limitations No Member shall have the right or power to: (a) withdraw or reduce such Member’s Capital Contribution except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (b) make voluntary Capital Contributions or to contribute any property to the Company other than cash; (c) bring an action for partition against the Company or any Company assets; (d) cause the termination and dissolution of the Company, except as set forth in this Agreement; or (e) upon the Distribution of its Capital Contribution require that property other than cash be distributed in return for its Capital Contribution. Each Member hereby irrevocably waives any such rights.

  • Certain Limitations The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

  • Warranties and Limitations THE LICENSED MATERIALS ARE PROVIDED “AS IS”. TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS AND DERIVATIVES OF THE LICENSED MATERIALS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO MAINTAIN PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, MAY BE USED. IN NO EVENT SHALL TI, OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. IN NO EVENT WILL TI’S OR ITS LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, EXCEED THE GREATER OF FIVE HUNDRED U.S. DOLLARS (US$500) OR THE FEES PAID TO TI BY YOU FOR THE LICENSED MATERIALS UNDER THIS AGREEMENT. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation on how long an implied warranty lasts, the above limitations or exclusions may not apply to you.

  • Other Limitations Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:

  • GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. In accordance with the terms and conditions hereof, the Licensor agrees to grant to Bianfeng Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.

  • Exclusions and Limitations of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) NONE OF THE 8x8 PARTIES SHALL BE LIABLE UNDER THE AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OF PROFITS, REVENUES, OR GOODWILL; OR LOSS OR INTERRUPTION OF BUSINESS, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE AND (b) THE MAXIMUM LIABILITY OF THE 8x8 PARTIES UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT FOR THE TWELVE- (12-) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER-INCIDENT) BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING AND OTHER TERMS UNDER THE AGREEMENT ARE BASED ON THE FOREGOING EXCLUSION AND LIMITATION.

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