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): (i) no indemnification payments will be made by or on behalf of either Seller to Purchaser or Purchaser to Seller under this Agreement in respect of any individual claim or series claims having the same nature or origin where the Losses relating thereto are less than one hundred thousand dollars ($100,000), and such items less than one hundred thousand dollars ($100,000) will not be aggregated for purposes of calculating the Deductible in clause (ii) below; (ii) no indemnification payments will be made by or on behalf of either Seller to Purchaser or Purchaser to Seller under this Agreement until the aggregate amount of Losses for which such indemnifying party would (but for this clause (ii)) be liable thereunder exceeds two hundred and fifty thousand dollars ($250,000) (such amount being, the “Threshold”), but once exceeded, such indemnifying party shall be liable for all Losses; and (iii) the aggregate total amount in respect of which the Seller will be liable to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Agreement will not exceed one million, five hundred thousand dollars ($1,500,000).
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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)):
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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).
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Cap and Deductible. Notwithstanding anything to the contrary: (a) No member of the Acquiror Group shall be indemnified, held harmless or reimbursed, for any Damages, unless and until all Damages of the Acquiror Group otherwise reimbursable under Section 10.02, in the aggregate, collectively exceed $250,000 (the "Deductible"), following which the applicable member of the Acquiror Group shall be reimbursed for such Damages (subject to the provisions of this Article 10) only to the extent that such Damages exceed the Deductible (such Damages in excess of the Deductible are referred to herein as "Covered Claims"). (b) Any obligations to indemnify, hold harmless, or reimburse members of the Acquiror Group under Section 10.02 will be subject to a cap (the "Cap") equal to the balance of the Indemnification Escrow Funds. In no event shall payment of Damages to the Acquiror Group exceed such Cap.
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Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement: (i) no indemnification payments will be made, except with respect to the Fundamental Representations, under Section 6.01(a) or Section 6.02(a) in respect of any individual claim or series of claims having the same nature or origin where the Losses relating thereto are less than $100,000, and such items less than $100,000 will not be aggregated for purposes of calculating the Deductible in clause (ii) below; (ii) no indemnification payments will be made, except with respect to the Fundamental Representations, under Section 6.01(a) or Section 6.02(a) until the aggregate amount of Losses for which an Indemnifying Party would (but for this clause (ii)) be liable thereunder exceeds one percent (1%) of the Final Purchase Price (the “Deductible”), and then only to the extent of such excess over the Deductible; and (iii) the aggregate total amount in respect of which the Indemnifying Party will be liable to indemnify and hold harmless the Indemnified Parties pursuant to Section 6.01(a) or Section 6.02(a), as applicable, will not exceed the lesser of (A) the Indemnified Parties’ actual Losses otherwise recoverable under this ARTICLE 6 and (B) ten percent (10%) of the Final Purchase Price, except for indemnification for breaches of the Fundamental Representations, which will not exceed the lesser of (C) Seller’s actual Losses otherwise recoverable under this ARTICLE 6 and (D) the Final Purchase Price.
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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).
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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)): (i) no indemnification payments will be made by or on behalf of the Seller under this Agreement in respect of any individual claim or series claims having the same nature or origin where the Losses relating thereto are less than [*] (the “Deductible”), and (ii) the aggregate total amount in respect of which the Seller Group will be liable to indemnify and hold harmless the Purchaser Indemnified Parties will not exceed [*] of the Purchase Price.
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Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement:
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Cap and Deductible. Notwithstanding anything to the contrary contained in this Agreement (but excluding indemnification under Article 14): (i) no indemnification payments will be made by or on behalf of the 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 ¥2,000,000 and such items less than ¥2,000,000 will not be aggregated for purposes of calculating the Deductible in clause (ii) below. For avoidance of doubt, examples of claims having the same nature or origin include each of the following type of claim: (i) claims relating to failure to pay circuit fees charged by the Carriers, (ii) claims relating to failure to pay amounts due under contracts for the supply of non-payroll workers (haken keiyaku), (iii) claims relating to failure to pay amounts due under outsourcing contracts (gyomu itaku keiyaku), and (iv) claims relating to failure to pay rent, in each case relating solely to the Transferred Business; (ii) subject to Section 13.2(a)(iii), no indemnification payments will be made under this Agreement until the aggregate amount of Losses for which each party to this Agreement would (but for this clause (ii)) be liable thereunder exceeds 5% of the Purchase Price (such amount being, the “Deductible”), and then only to the extent of such excess over the Deductible; and (iii) the aggregate total amount in respect of which each party to this Agreement will be liable to indemnify and hold harmless the Indemnified Party pursuant to this Agreement will not exceed 15% of the Purchase Price.
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Related to Cap and Deductible

  • Insurance, Loss Deductible The Customer shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Contractor providing such insurance. Upon request, the Contractor shall furnish the Customer an insurance certificate proving appropriate coverage is in full force and effect.

  • 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 TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SURVEYMONKEY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“GENERAL CAP”). NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (“SECURITY AND PRIVACY”) AND SECTION 9 ("CONFIDENTIALITY") ABOVE SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“ENHANCED CAP”). THE GENERAL CAP AND ENHANCED CAP WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY, (C) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR (D) CUSTOMER’S OBLIGATION TO PAY ANY UNDISPUTED FEES, INVOICES OR COSTS UNDER THIS AGREEMENT.

  • 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.

  • Interest Coverage The Company will not permit the ratio of Consolidated Adjusted EBITDA to Consolidated Interest Expense (in each case for the Company’s then most recently completed four fiscal quarters) to be less than 2.50 to 1.00 at any time.

  • Excess/Umbrella Liability Excess/umbrella liability insurance may be included to meet minimum requirements. Umbrella coverage must indicate the existing underlying insurance coverage.

  • Single Coverage The School District will pay up to $28.00 per month for individual coverage for each full-time teacher who qualifies for and enrolls in the School District's group dental insurance plan.

  • General Liability Coverage The CONTRACTOR shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.

  • Exclusions from Coverage The Long-Term Disability Plan does not cover total disabilities resulting from: A) war, insurrection, rebellion, or service in the armed forces of any country; B) voluntary participation in a riot or civil commotion, except while an employee is in the course of performing the duties of her regular occupation; C) intentionally self-inflicted injuries or illness.

  • Liability Limitation Subsequent to the issuance of a Certificate of Completion pursuant to this Agreement, Applicant shall be entitled to the Liability Limitation set forth at ECL § 27-1421, subject to the terms and conditions stated therein and to the provisions of 6 NYCRR §§ 375-1.9 and 375-3.9.

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