BUYER'S LIMITS Sample Clauses

BUYER'S LIMITS. Buyer's obligations pursuant to the -------------- provisions of this Article Ten are subject to the following limitations, except as otherwise set forth in Section 10.7(d): (a) The Shareholders shall not be entitled to recover under this Article Ten for any individual claim that does not exceed the Threshold; (b) The Shareholders shall not be entitled to recover under this Article Ten until the total amount of Shareholder Indemnification Claims (excluding those claims below the Threshold) exceeds $350,000.00 and then only for the excess over such amount; (c) The Shareholders shall not be entitled to recovery under this Article Ten in excess of $12,250,000 in the aggregate; (d) The Threshold and the minimum and maximum limitations on the Buyer's liability set forth in Subsections 10.7(b) and 10.7(c), above, shall not be applicable to (i) obligations of the Buyer pursuant to Sections 13.2(c) and 13.6, and (ii) any claims determined by final, non-appealable judgment of a court of competent jurisdiction to arise from fraud by the Buyer; (e) the amount of any recovery by the Shareholders pursuant to this Article Ten shall be reduced by any insurance proceeds received by the Shareholders with respect to the damages claimed (and Seller hereby covenants to use reasonable efforts to recover under any Shareholders' insurance policies any damages that are the subject of any Shareholder Indemnification Claim); (f) the amount of any recovery by the Shareholders pursuant to this Article Ten shall be reduced by any Tax benefit (with respect to the Shareholders) attributable to the state of facts which entitled the Shareholders to recover pursuant to this Article Ten (and the Seller hereby covenants to use reasonable efforts to recover on behalf of the Shareholders any potential Tax benefits with respect to indemnified losses); and (g) The Shareholders shall not be entitled to recover under this Article Ten any consequential damages including, without limitation, consequential damages consisting of business interruption or lost profits, or special, incidental or punitive damages. In addition, if, at any time prior to Closing, Seller learns of a breach of any representation or warranty of the Buyer contained in this Agreement, Seller shall promptly inform the Buyer in writing of such breach. The waiver of any closing condition related to such breach by the Seller shall waive the Shareholders' right to seek indemnification for such breach after Closing.
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Related to BUYER'S LIMITS

  • Minimum Limits The minimum limits to be maintained by the School (inclusive of any amounts provided by an umbrella or excess policy) shall be $1 million per occurrence/$3 million annual aggregate.

  • Minimum Limits of Insurance CONSULTANT shall maintain limits no less than: 1. Commercial General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit; and 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and

  • Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles $1,000,000 per occurrence

  • Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below.

  • Loss Limitation Losses allocated pursuant to Section 3.2 of this Agreement shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 of this Agreement, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis and Losses not allocable to any Unit Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holder’s Capital Accounts so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

  • Coverage Limits By requiring insurance, the State of Washington and DSHS do not represent that the coverage and limits required in this Contract will be adequate to protect the Contractor. Such coverage and limits shall not limit the Contractor’s liability in excess of the required coverage and limits, and shall not limit the Contractor’s liability under the indemnities and reimbursements granted to the State and DSHS in this Contract.

  • Minimum Insurance Requirements Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries or death to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or sub-contractors. Coverage - Coverage shall be at least as broad as the following:

  • OWNER’S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.

  • Scope and Coverage 1. This Chapter applies to measures adopted or maintained by a Party affecting trade in services by service suppliers of the other Party. Such measures include measures affecting: (i) the purchase or use of, or payment for, a service; (ii) the access to and use of, in connection with the supply of a service, services which are required by the Parties to be offered to the public generally; or (iii) the presence, including commercial presence, of persons of a Party for the supply of a service in the territory of the other Party. 2. For purposes of this Chapter, measures adopted or maintained by a Party means measures adopted or maintained by: (i) central, regional or local governments and authorities; and (ii) non-governmental bodies in the exercise of powers delegated by central, regional or local governments or authorities. 3. This Chapter does not apply to: (a) government procurement; (b) air services (4) , including domestic and international air transportation services, whether scheduled or non-scheduled, and related services in support of air services, other than: (i) aircraft repair and maintenance services; (ii) the selling and marketing of air transport services; and (iii) computer reservation system (CRS) services; and (c) subsidies or grants provided by a Party, including government-supported loans, guarantees, and insurance. 4. This Chapter does not impose any obligation on a Party with respect to a natural person of the other Party seeking access to its employment market, or employed on a permanent basis in its territory, and does not confer any right on that natural person with respect to that access or employment. 5. This Chapter does not apply to services supplied in the exercise of governmental authority in a Party's territory. A service supplied in the exercise of governmental authority means any service which is supplied neither on a commercial basis, nor in competition with one or more service suppliers. 6. Nothing in this Chapter shall prevent a Party from applying measures to regulate the entry of natural persons of the other Party into, or their temporary stay in, its territory, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across its borders, provided that such measures are not applied in such a manner as to nullify or impair the benefits accruing to the other Party under the terms of this Chapter.

  • Scope of Coverage 1. This Section shall apply to an investment dispute between a Member State and an investor of another Member State that has incurred loss or damage by reason of an alleged breach of any rights conferred by this Agreement with respect to the investment of that investor. 2. A natural person possessing the nationality or citizenship of a Member State shall not pursue a claim against that Member State under this Section. 3. This Section shall not apply to claims arising out of events which occurred, or claims which have been raised prior to the entry into force of this Agreement. 4. Nothing in this Section shall be construed so as to prevent a disputing investor from seeking administrative or judicial settlement available within the country of a disputing Member State.

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