Aggregate Amount Limitations Sample Clauses

Aggregate Amount Limitations. The aggregate liability for Losses pursuant to Section 7.1 shall not in any event exceed the Escrow Shares in the case of Basic Indemnity Claims or the Environmental Indemnity Shares in the case of Environmental Indemnity Claims, and Surviving Pubco shall have no claim against the Shareholders other than for any of such Escrow Shares (and any dividends declared and actually paid with respect to the Escrow Shares).
Sample 1Sample 2
AutoNDA by SimpleDocs
Aggregate Amount Limitations. Notwithstanding any provision of this Article 6 to the contrary, the aggregate amount of the indemnification obligations of the Shareholders pursuant to Section 6.1 of this Article 6 for the inaccuracy or breach of any representations or warranties contained in or made pursuant to this Agreement shall not exceed for the purposes of these indemnification provisions ten percent (10%) of the value of the consideration received by the Shareholders hereunder, and (ii) the aggregate amount of the indemnification obligations of ABR for the inaccuracy or breach of any representations or warranties contained in or made pursuant to this Agreement shall not exceed for the purposes of these indemnification provisions ten percent (10%) of the value of the consideration received by ABR hereunder.
Sample 1Sample 2
Aggregate Amount Limitations. The aggregate liability of Company Indemnitors for Losses pursuant to Section 7.1(a) shall not in any event exceed the Indemnity Escrow Shares and a Parent Indemnitee shall have no claim against a Company Indemnitor other than for any of such Indemnity Escrow Shares (and any proceeds of such shares or distributions with respect to such shares). The aggregate liability of Parent Indemnitors for Losses pursuant to Section 7.1(b) shall not in any event exceed a number of newly issued shares of Holdco Common Stock equal to the number of Indemnity Escrow Shares and a Company Indemnitee shall have no claim against a Parent Indemnitor other than for newly issued shares of Holdco Common Stock up to such maximum number.
Sample 1
Aggregate Amount Limitations. The aggregate liability for Losses pursuant to Section 7.1 shall not in any event exceed the securities and cash held in the Escrow Account, and no Person shall have any claim against the Shareholders and Optionholders other than for any of such securities or cash held in the Escrow Account.
Sample 1
Aggregate Amount Limitations. Subject to Section 8.05, the aggregate liability for Losses pursuant to Section 8.01(a)(i) shall not in any event exceed the Escrow Shares, and the Surviving Corporation shall have no claim against the Company Equity Holders other than for any of such Escrow Shares (and any dividends declared and actually paid with respect to the Escrow Shares).
Sample 1
Aggregate Amount Limitations. Subject to the other provisions of this Article 9, no Person shall have any liability for Losses under Section 9.1 or Section 9.3 to the extent that the aggregate amount of all Losses for which such Person would otherwise be required to provide indemnification thereunder exceeds such Person’s applicable Indemnification Pro Rata Percentage of such Losses. Without limiting the generality of the foregoing, in no event shall any Company Securityholder have any liability for Losses under this Article 9 which, in the aggregate, exceed the portion of the Final Purchase Price actually received by such Company Securityholder pursuant to the Closing Consideration Allocation Certificate (including amounts withheld from such Company Securityholder’s payment for payroll Taxes (including income tax withholding) that would be reasonably expected to be refunded to such Company Securityholder upon the filing of an appropriate amended Tax Return accounting for the reduction to the Final Purchase Price as a result of such Losses).
Sample 1
Aggregate Amount Limitations. The aggregate liability for Losses pursuant to Section 7.1 shall not in any event exceed the Escrow Shares in the case of Basic Indemnity Claims or the T/E Indemnity Shares in the case of Tax Indemnity Claims or Environmental Indemnity Claims and Parent shall have no claim against the Company’s stockholders other than for any of such Escrow Shares (and any proceeds of the shares or distributions with respect to the Escrow Shares). The aggregate liability for Losses arising out of claims relating to Other Indemnifiable Matters shall not in any event exceed $1,000,000.
Sample 1
AutoNDA by SimpleDocs

Related to Aggregate Amount Limitations

  • Amount Limitations Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, no Issuing Bank shall be required to issue a Letter of Credit and no reduction of the Revolving Commitments pursuant to Section 2.13. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time.

  • Limitation on Aggregate Principal Amount The aggregate principal amount of the Notes shall not be limited. The Company shall not execute and the Trustee shall not authenticate or deliver Notes except as permitted by the terms of the Indenture.

  • Aggregate Principal Amount The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this First Supplemental Indenture shall be unlimited; provided that the Obligor complies with the provisions of this First Supplemental Indenture.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • Account Limitations Limitations are implemented to help protect PayPal, buyers and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your PayPal account open. There are several reasons why your PayPal account could be limited, including: • If we suspect someone could be using your PayPal account without your knowledge, we’ll limit it for your protection and look into the fraudulent activity. • If your debit or credit card issuer alerts us that someone has used your card without your permission. Similarly, if your bank lets us know that there have been unauthorized transfers between your PayPal account and your bank account. • In order to comply with applicable law. • If we believe in our sole discretion that you have breached this agreement or violated the Acceptable Use Policy. • Seller performance indicating your PayPal account is high risk. Examples include: indications of poor selling performance because you’ve received an unusually high number of claims and chargebacks, selling an entirely new or high-cost product type, or if your typical sales volume increases rapidly. Unless a permanent limitation is placed on your account, you will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect PayPal, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

  • Payment Limitations 7.10.1 When the Project involves federal funds or any funds other than those authorized by the Mississippi Legislature, either by direct appropriation or by authority to issue general obligation bonds or revenue bonds of the State of Mississippi for expenditures to be made by or under the direction of the Owner, it is mutually agreed that the amount of the Professional's fee based on such funds shall in no event become due until such federal funds or other funds have been actually paid into the State Treasury.

  • Aggregate Net Assets For each Retirement Distribution Portfolio, Aggregate Net Assets include the net assets of all the JHF II Retirement Distribution Portfolios.

  • Aggregate Limit The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall not violate Sections 2.2, 2.12 and 5.5 hereof.

  • Designation, Amount and Par Value The series of preferred stock shall be designated as the Series D 5% Convertible Preferred Stock (the "Preferred Stock"), and the number of shares so designated and authorized shall be Three Thousand (3,000). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value of $1,000 per share (the "Stated Value").

  • Determination of Amount Outstanding On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!