Cap and Deductible Sample Clauses

Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (except that the following limitations set forth in clauses (i), (ii) and (iii) will not apply to Losses (including any Environmental Losses) arising under Section 8.1(c), Section 9.1 or Article 11 or adjustments pursuant to Section 2.6 or Section 2.7):
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (except that the following limitations set forth in clauses (i), (ii) and (iii) will not apply to Losses arising under Section 8.1(c), Section 9.1, Article 11 or Excluded Liabilities which are Off-Site Liabilities, Compliance Liabilities or Xxxx Air Issue Fines and Penalties or adjustments pursuant to Section 2.6 or Section 2.7):
Sample 1Sample 2
Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (except that this Section 8.5(a) will not apply to Losses arising under: (i) Section 8.1(a) to the extent based on a breach of any representation set forth in Section 3.1, 3.2, 3.6(b), 4.1 or 4.2; (ii) Section 8.1(b); (iii) Sections 8.1(c), (iv) Section 8.1(d), (v) Section 8.1(e), (vi) Section 8.1(f) or Section 8.1(g)): [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.
Sample 1Sample 2
Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement:
Sample 1Sample 2
Cap and Deductible. Seller shall have no indemnity obligation under Section 8.1(a) and no indemnification payments will be made by or on behalf of Seller under Section 8.1(a) (i) in respect of any individual claim or series of claims having the same nature or origin or which arise from the same facts, events or circumstances where the indemnifiable Losses relating thereto are less than $50,000 and such items will not be aggregated for purposes of calculating the Deductible, and (ii) until the aggregate amount of indemnifiable Losses for which Seller would (but for this clause (ii)) be liable thereunder exceeds 0.8% of the Cash Consideration actually paid by Purchaser under to this Agreement (the “Deductible”), and then only to the extent of such excess over the Deductible. The aggregate total amount in respect of which Seller (including its Affiliates) may be liable under this Agreement to the Purchaser Indemnified Parties will not exceed 12% of the Cash Consideration actually paid by Purchaser to Seller at one or more Closings pursuant to this Agreement; provided, however, that with respect to the representations and warranties set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Authority and Enforceability), Section 3.4 (Capitalization and Ownership of PD Cyprus), Section 3.5 (Capitalization and Ownership of the Joint Venture), Section 3.6(c) (Financial Statements) (as regards Liabilities), Section 3.8 (Title to Purchased Assets; Sufficiency of Purchased Assets), Section 3.12 (Tax Matters), Section 3.14 (Environmental Matters), Section 3.17 (Compliance with Laws) (solely with respect to representations and warranties regarding Antitrust Laws, Anti-Corruption Laws and compliance with Governmental Authorizations, and not all Laws), and Section 3.23 (Insolvency), the aggregate total amount in respect of which Seller (including its Affiliates) may be liable under this Agreement to the Purchaser Indemnified Parties will not exceed the Cash Consideration actually paid by Purchaser to Seller under this Agreement. The limitations in this Section 8.5(a) shall not apply to acts of willful misconduct or fraud or for indemnification pursuant to Section 8.1(b), (c) or (d).
Sample 1
Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (except that this Section 8.5(a) will not apply to Losses arising under: (i) Section 8.1(a) to the extent based on a breach of any representation set forth in Section 3.1, 3.2, 3.6(b), 4.1 or 4.2; (ii) Section 8.1(b); (iii) Sections 8.1(c), (iv) Section 8.1(d), (v) Section 8.1(e), (vi) Section 8.1(f) or Section 8.1(g)):
Sample 1
AutoNDA by SimpleDocs
Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (but excluding indemnification under Article 14):
Sample 1
Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement: (iv)no indemnification payments shall be made by or on behalf of Seller under this Agreement in respect of any individual claim or series of claims having the same nature or origin where the Losses relating thereto are less than one tenth of one percent (0.1%) of the Total Purchase Price, and such items less than such amount shall not be aggregated for purposes of calculating the Deductible in clause (ii) below; (v)no indemnification payments shall be made by or on behalf of Seller under this Agreement until the aggregate amount of Losses for which Seller would (but for this clause (ii)) be liable thereunder exceeds one percent (1%) of the Total Purchase Price (such amount being, the “Deductible”), and then only to the extent of such excess over the Deductible; (vi)the aggregate total amount in respect of which Seller shall be liable to indemnify and hold harmless Purchaser pursuant to this Agreement shall not exceed five percent (5%) of the Total Purchase Price; (vii)provided, however, that claims for indemnification made in respect of Seller’s breach of its Fundamental Warranties shall not count against the foregoing liability limit but shall instead be limited to the amount of the Total Purchase Price; and - 30 - (viii)provided, further, however, that claims for indemnification made pursuant to Sections 9.1(c) 9.1(d), 9.2(c) and 9.2(d) shall not be subject to any limitation set forth in this Section 9.6(b). (c)
Sample 1

Related to Cap and Deductible

  • Deductible An annual deductible of fifty dollars ($50) per person and one hundred fifty dollars ($150) per family applies to State Dental Plan non-preventive services received from in-network providers. An annual deductible of one hundred twenty-five dollars ($125) per person applies to State Dental Plan services received from out of network providers. The deductible must be satisfied before coverage begins.

  • 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.

  • Minimum Interest Coverage The Borrower will not permit the ratio of EBITDA to Consolidated Interest Expense as at any fiscal quarter end for the four fiscal quarters then ending to be less than 3.00 to 1.0.

  • Asset Coverage The Borrower will not at any time permit the aggregate amount of Total Liabilities that are Senior Securities Representing Indebtedness to exceed 33 1/3% of its Adjusted Net Assets.

  • Interest Coverage As of the end of any fiscal quarter, the Borrowers will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense for the four (4) consecutive fiscal quarters then ending to be less than 4.25:1.

  • Cash Flow Coverage The Borrower shall maintain at all times a Cash Flow Coverage of not less than one hundred twenty five percent (125%), calculated at the end of each fiscal quarter (using a rolling four quarters of Net Income).

  • Liability Limitation CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • REINSURANCE COVERAGE Reinsurance under this Agreement will apply to insurance issued by the Ceding Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance shall be reinsured with the Reinsurer on an automatic basis, subject to the requirements set forth in Section A below, or on a facultative basis, subject to the requirements set forth in Section B below, or on a facultative obligatory basis, subject to the requirements set forth in Section C below. The specifications for all reinsurance under this Agreement are provided in Schedule B.

  • Excess Liability Insurance $___________________ minimum required insurance policy for anything other than General Liability or Automobile coverage. ☐ - Additional Insurance Requirement: Client, Contractor, and any other entity which the Contractor is required to name as an additional insured under the Prime Contract shall be named as additional insureds under the General Liability Insurance required by this Section and any such insurance afforded to the additional insureds shall apply as primary insurance. Any other insurance maintained by the Client or Contractor shall be excess insurance and shall not be called upon to contribute to Subcontractor’s primary or excess insurance carrier’s duty to defend or indemnify unless required by law. The excess insurance required above shall also afford additional insured protection to Client and Contractor. This Section shall in no event be construed to require that additional insured insurance coverage be provided to a greater extent than permitted under the statutes or public policy governed under State law. Certificates of Insurance. Certificates of insurance, and the required additional insured and other endorsements, including waivers of subrogation shall be furnished to Contractor before the performance of any Services.

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