Additional Limits. In no event shall OCF’s aggregate liability under this CTLA to Licensee, any Affiliates or any other third person(s), exceed the amount of fees actually paid by Licensee to OCF under this CTLA, or in the case of OCF Members, the current, paid OCF Membership fees.
Additional Limits. The amount of any Loss for which indemnification is provided under this Article 13 will be net of (and the cumulative amount of all Losses for the purposes of determining the Deductible and the Cap Amount will be net of): (1) any amount reflecting Losses specifically reflected in the calculation of the Closing Working Capital on the Final Working Capital Statement, (2) any amount actually received by the Indemnitee or paid to Third Parties on behalf of the Indemnitee under insurance policies of the Indemnitee with respect to such Loss (and the Indemnitee will be required to submit a claim under such insurance policies with respect to such Loss), (3) any Tax savings attributable to any deduction, credit or other tax benefit actually realized by the Indemnitee with respect to such Loss (“Tax Benefits”) and (4) the amount of any benefit to, or saving for, actually realized by the Indemnitee as a result of the payment or settlement of any item giving rise to such claim. In computing the amount of any Tax Benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss; provided, that, if a Tax Benefit is not realized in the taxable period during which an Indemnitor makes an indemnification payment or the Indemnitee incurs or pays any Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Benefits realized by the parties hereto in each such subsequent taxable period. For purposes of determining the amount of Loss arising from a breach of or inaccuracy in any representation, warranty, covenant or agreement, but not for the purposes of determining whether any such representation, warranty, covenant or agreement has been breached or is inaccurate, limitations or qualifications as to dollar amount, materiality or Material Adverse Effect (or similar concept) set forth in such representation, warranty, covenant or agreement shall be disregarded. Notwithstanding any other provision in this Agreement, with respect to the Lake Forest Liability (as defined in Section 1.01(r) of the Disclosure Letter), Seller’s obligation to indemnify, defend or hold harmless the Purchaser Indemnitees shall also be governed by the terms of the Warranty Claims Indemnity Agreement and shall not be subject to the Deduc...
Additional Limits. Notwithstanding any other provision contained in this Agreement, in no event shall Seller, Buyer or their respective Affiliates be liable for any special, punitive, incidental, or consequential losses, damages or expenses including without limitation loss of profits. THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 5.5 EXPRESSLY APPLY IN THE EVENT OF THE NEGLIGENCE OF THE PARTY WHOSE LIABILITY IS WAIVED OR LIMITED AND SHALL INURE TO THE BENEFIT OF THE RESPECTIVE MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS EMPLOYEES, AGENTS AND REPRESENTATIVES OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES. SHOULD THE LIMITATIONS ON LIABILITY BE HELD INVALID OR UNENFORCEABLE SUCH PROVISION SHALL BE DEEMED REPLACED BY A VALID AND ENFORCEABLE PROVISION AND IN SUCH EVENT, ANY COST INCURRED BY A BENEFICIARY NOT COVERED BY THE MODIFIED PROVISION TO THE FULL EXTENT INTENDED HEREBY SHALL ENTITLE SELLER OR BUYER, AS APPLICABLE, TO AN ADJUSTMENT TO THE PURCHASE PRICE IN THE AMOUNT OF SUCH COST.
Additional Limits. In no event shall the number of shares of Stock covered by Options or other Awards granted to any one person in any one calendar year exceed 1,250,000 shares of Stock (subject to adjustment pursuant to Section 8 of the Plan, except that any such adjustment shall not apply for the purpose of Awards to covered employees within the meaning of Section 162(m) of the Code intended to be or otherwise qualifying as Qualified Performance-Based Awards), and the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000; provided, however, that the foregoing limitations shall not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan under Section 4); (b) the issuance of all of the shares of Stock reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which the Public Trading Date occurred; or (e) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the extent required by Section 162(m) of the Code, shares of Stock subject to Awards which are canceled shall continue to be counted against the limits set forth herein.
Additional Limits. In addition to the above individual and plan limits, if you contribute to the TDA Plan and also receive an allocation of contributions to a defined contribution plan maintained by you as a self-employed individual or by a business that you control, the contributions to the Bureau’s Tax Deferred Annuity Plan may be aggregated with such allocations when the annual limits of Section 415 of the Internal Revenue Code are applied. (For 2016, the Section 415 of the Internal Revenue Code limits the allocation that can be made to an individual’s account to a total of $53,000 for 2016 and $54,000 for 2017 (as adjusted in the future for cost-of-living changes). The limit does not apply to eligible catch-up contributions.) Please contact your personal tax advisor or a representative or a representative at Vanguard (tel # 000-000-0000), or TIAA (tel # 000-000-0000) if you have any questions regarding any of the above limits.
Additional Limits. At our discretion we may refuse to pay any check presented for payment through an ATM transaction. For security reasons we may impose additional limits on the number and dollar amount of transactions you can perform using your card, and we can impose additional security restrictions on check cashing, “split” deposits, and “cash-back” deposit transactions. ATM FEES. Fees may apply to ATM transactions at First Citizens and non-First Citizens ATMs.
Additional Limits. Notwithstanding any other provision of this Agreement, the amount of any Loss for which indemnification is provided under this Article 13 will be reduced (i) by any amount actually received by the Indemnitee or paid to Third Parties on behalf of Indemnitee under insurance policies of the Indemnitor with respect to such Loss (and the Indemnitee will cooperate if Indemnitor requests that Indemnitee submit a claim under such insurance policies with respect to such Loss); (ii) by any Tax savings attributable to any deduction, expense, loss, credit or refund to the Indemnitee or its Affiliates as a result of the Loss to the extent actually received (net of any Tax detriment attributable to such indemnification), and (iii) by the amount of any benefit to, or saving for, the Indemnitee as a result of the payment or settlement of any item giving rise to such claim; and (iv) to the extent that the Indemnitee has failed to take all reasonable actions to mitigate its Loss. In determining the amount of any Tax savings actually realized by an Indemnitee or its Affiliates, taxable income shall be determined on the basis of the Tax liability of such Person with and without regard to the Loss to which such Indemnitee applies.
