Cap. Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the Purchase Price.
Cap. Notwithstanding the foregoing, except in cases involving fraud or willful misconduct of any Indemnifying Party, an Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the applicable Purchase Price.
Cap. Notwithstanding any other term or condition of this Agreement to the contrary, it is agreed that the Support Provider’s maximum liability under this Agreement with respect to the Supported Debt shall not exceed the Atlantic Distribution Percentage, multiplied by the positive difference (if any) between (i) the principal amount of Supported Debt, minus (ii) the sum of (A) all payments of principal made by or on behalf of the Sunoco Issuers in respect of such Supported Debt, plus (B) the fair market value of any property received or cash proceeds collected or any consideration otherwise realized (including by way of set off) from or for the account of the Sunoco Issuers pursuant to, or in connection with, the principal amount of Supported Debt, including, but not limited to, any property or cash proceeds collected or realized from the exercise of any rights and remedies at law or in equity that the holders of such Supported Debt may have against the Sunoco Issuers or any collateral securing such Supported Debt, plus (C) any principal amount of such Supported Debt which is forgiven or otherwise voluntarily compromised by the holders of such Supported Debt (such amount, the “Support Cap”). The Support Provider shall have no obligation to make a payment hereunder with respect to any accrued and unpaid interest or any other costs, fees, expenses, penalties, charges or other amounts of any kind whatsoever that may be owed by Guarantor or any Sunoco Issuer, whether on or related to the Supported Debt or otherwise.
Cap. Notwithstanding any other term or condition of this Agreement it is agreed that Guarantor’s maximum liability under this Agreement shall not exceed the sum of (a) the difference between (x) the sum of $138,010,000.00 plus any amounts to be received directly or indirectly by the Guarantor pursuant to Sections 2.3(e)(i) and 2.6(b) of the Contribution Agreement, minus (y) the sum of (i) any payments of principal made by or on behalf of Borrower or any other Borrower Party to the Lenders (or any one of them) in respect of the Section 15.28 Loan following an Event of Default under the Credit Agreement, plus (ii) any amount of cash proceeds collected or otherwise realized (including by way of set off) by or on behalf of any Lender, pursuant to, or in connection with, the Section 15.28 Loan, including, but not limited to, any cash proceeds collected or realized from the exercise of any Lender Remedies (but excluding any cash payments of principal (to the extent such payment is already included in clause (i) above), premium or interest (it being understood that the paid premium or interest shall not be deemed to be unpaid for purposes of clause (b) below) received from the Borrower and any amount received as a reimbursement of expenses, indemnification payment or fees), plus (iii) the amount of principal or accrued and unpaid interest or accrued and unpaid premium otherwise owing by the Borrower Parties which is affirmatively discharged, forgiven or otherwise compromised by the Agent or the Lenders, plus (b) any unpaid premium on, or unpaid interest accruing under the Loan Documents on, the amount described in clause (a)(x) above. For purposes of this Agreement, the Section 15.28 Loan will be deemed to be outstanding and not repaid until all other Loans under the Credit Agreement have been repaid and not reborrowed.
Cap. Each of the Schools, the College of Arts and Sciences, and the Library shall have a CAP. Each CAP shall be structured and shall function as determined by the faculty members holding primary appointments in its area (except in the case of the School of Health Sciences, where members of the Eye Research Institute also participate), subject to the following:
(1) Membership shall be for three-year staggered terms commencing August 15, with elections conducted during the preceding winter semester. A majority of CAP members shall be tenured. Election results shall be submitted to the Association in writing.
(2) Only bargaining-unit faculty members holding academic titles described in Article IV, paragraphs 5 and 6, may be elected to serve on a CAP or vote in the election of its members.
(3) Oakland may designate one non-voting member to each CAP.
(4) Each CAP shall have a chairperson elected by and from the voting members of the CAP.
(5) Two or more faculty members with primary appointments in the same department may not serve concurrently on the CAP in the College of Arts and Sciences. No faculty member may serve concurrently on two CAPs.
(6) Each CAP shall maintain records of its deliberations.
(7) Each CAP shall submit annually by November 1 for Oakland’s approval a statement of the procedures it will use in the Tenure Review Process. If Oakland does not approve such procedures, Oakland shall state by November 15 its reasons, and the corrections it will require to meet its objections. If a CAP fails to submit a statement of procedures by November 1, or Oakland and a CAP fail to reach agreement on a statement of procedures, such event shall not be grievable.
(8) Each CAP shall establish and publish its procedures and policies governing its operation by November 30 each year. A policy determination of a CAP may be overturned by a vote of the appropriate faculty in a referendum called by petition of 10 percent of the appropriate faculty members, or of four faculty members, whichever is greater. Such petition must be filed within two weeks of publication of the disputed policy. An affirmative vote of a majority of those voting is required to overturn a policy decision.
(9) Before a CAP can recommend contrary to a unit recommendation, it must invite a spokesperson from the academic unit to defend orally the recommendation at a CAP meeting.
Cap. In calculations under paragraph (c), the maximum increase in the CPI that shall be taken into account shall be as follows: Effective Date of Maximum CPI Increase That Adjustment May Be Taken Into Account July 1, 2005 3% of September 2004 CPI January 1, 2006 6% of September 2004 CPI less the increase from September 2004 to March 2005 Effective Dates of Adjustment and Maximum CPI Increases conforming to the above schedule shall be applicable to periods subsequent to those specified above during which this Article is in effect.
Cap. If a Fax Instruction involves a transaction with a total amount exceeding the cap from time to time set by the Bank (“Cap”), the Bank shall, promptly upon its receipt of such Fax Instruction (“Cap Instruction”), contact the Contact Person via phone to confirm the content of such Cap Instruction. If the Bank fails to get in touch with the Contact Person to confirm the content of a Cap Instruction for whatever reasons, the Bank may refuse to act or execute such Cap Instruction unless the Bank and the Customer otherwise agree in writing. The Bank shall notify the Customer of the amount of the Cap upon the latter’s application for the services hereunder or upon the former’s change in the Cap. Notwithstanding the above, the Bank reserves the right (but is not obligated) to confirm via phone with the Contact Person about the content of a Fax Instruction which is not a Cap Instruction whenever deemed necessary by the Bank. If the Bank fails to get in touch with the Contact Person to confirm the content of a Fax Instruction for whatever reasons, the Bank may refuse to act or execute such Fax Instruction unless the Bank and the Customer otherwise agree in writing. It is acknowledged and agreed by the Customer that if the Bank, without contacting the Contact Person, acts in accordance with a Fax Instruction which is not a Cap Instruction, any and all liabilities or responsibilities arising from or in connection with such Fax Instruction shall be for the account of the Customer.
Cap. Neither Party will be liable to the other for any single incident (“Incident”) arising out of or related to this Agreement shall exceed the lesser of:
(a) AUD$1,000,000; or
(b) the total amount paid by you in the preceding twelve (12) months prior to the Incident.
Cap. No Buyer Claims shall be asserted pursuant to Section 11.1.1 until the aggregate Losses suffered or incurred by Buyer are equal to or greater than $100,000 (the “Threshold Amount”), in which event Buyer Claims may be asserted only to the extent of the Losses in excess of such amount, excluding individual Losses that are less than the Threshold Amount. With respect to Buyer Claims asserted pursuant to Section 11.1.1, no indemnification shall be made in excess of the Purchase Price (the “Cap”).
Cap. Notwithstanding any other term or condition of this Agreement to the contrary, it is agreed that the Support Provider’s maximum liability under this Agreement with respect to the Supported Debt shall not exceed the positive difference (if any) between (a) the principal amount of such Supported Debt, minus (b) the sum of (i) all payments of principal made by or on behalf of Regency in respect of such Supported Debt, plus (ii) the fair market value of any property received or cash proceeds collected or any consideration otherwise realized (including by way of set off) from or for the account of Regency pursuant to, or in connection with, the principal amount of such Supported Debt, including, but not limited to, any property or cash proceeds collected or realized from the exercise of any rights and remedies at law or in equity that the holders of such Supported Debt may have against Regency or any collateral securing such Supported Debt, plus (iii) any principal amount of such Supported Debt which is forgiven or otherwise voluntarily compromised by the holders of such Supported Debt. The Support Provider shall have no obligation to make a payment hereunder with respect to any accrued and unpaid interest or any other costs, fees, expenses, penalties, charges or other amounts of any kind whatsoever that may be owed by Regency Subsidiary Guarantor or Regency, whether on or related to the Supported Debt or otherwise.
