Ceiling on Claims Sample Clauses

Ceiling on Claims. The aggregate total liability of the Warrantors, arising by reason of any claims under the Warranties, shall not exceed the Consideration as defined in Schedule 11 of this Agreement.
Sample 1
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Ceiling on Claims. (i) No Stockholder shall have any obligation to make indemnification payments with respect to Losses under Section 11.2, in the aggregate, for all such claims against such Stockholder under Section 11.2 in excess of the sum of (1) the Cash Consideration received by such Stockholder (not taking into account any tax withholdings) plus (2) the aggregate number of Barnabus Common Shares issued to such Stockholder pursuant to this Agreement (not taking into account any tax withholdings) or the aggregate number of Barnabus Common Shares issuable upon exchange of the Exchangeable Shares issued to such Stockholder pursuant to this Agreement (not taking into account any tax withholdings), absent fraud or intentional misrepresentation. With respect to each indemnification claim, in determining how many shares of Barnabus Common Shares or Exchangeable Shares a Stockholder must deliver in satisfaction of its, his or her indemnification obligation hereunder, the parties hereto agree that the market value per share of Barnabus Common Shares or Exchangeable Shares shall be deemed to be equal to the volume-weighted average of the closing bid and ask prices of a Barnabus Common Share during a period of 10 consecutive trading days, commencing immediately after the date on which an announcement of such claim has been made by Barnabus in compliance with applicable U.S. securities laws, or to the extent that no such announcement is required, the date on which notice is given under Section 11.6 hereof. Such Stockholder may, in its, his or her discretion, satisfy any requirement hereunder to deliver a Barnabus Common Share or an Exchangeable Share by paying an amount equal to the market value of such shares in cash. Notwithstanding the foregoing, but subject to Section 11.5(b)(iii), at any time prior to the delivery of the Adjusted Additional Exchangeable Shares or the Adjusted Additional Barnabus Shares, Exchangeco shall be entitled to deduct from the number of Adjusted Additional Exchangeable Shares and the Adjusted Additional Barnabus Shares that it may otherwise be obligated to deliver under Section 2.5 to such Stockholder such number of Barnabus Common Shares or Exchangeable Shares that equals in market value to such Losses for which any Barnabus Indemnitee is entitled to indemnification pursuant to Section 11.2.
Sample 1
Ceiling on Claims. 6.1 The maximum aggregate liability of the Seller in respect of all Warranty Claims and Tax Claims shall not exceed the aggregate sum of £7,200,000 plus, to the extent payable to the Seller, the Deferred Consideration and, to the extent payable to the Seller, the Earn-Out Consideration received by the Seller, if any.
Sample 1
Ceiling on Claims. The total liability of each of the Sellers, arising by reason of any claims under the warranties shall not exceed an amount equal to the total consideration to which that Seller is entitled in respect of the number of the Shares (as provided by Schedule A 1.0) sold by that Seller under this agreement.
Sample 1

Related to Ceiling on Claims

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Unpaid Claims If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

  • Disputed Claims $ The undersigned who has a contract with for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in (city or town), County, and owned by , upon receipt of ($ ) in payment of an invoice/requisition/application for payment dated does hereby:

  • Minimum Claims 10.2.1 The Seller shall not be liable under this Agreement for breach of any Seller’s Warranty in respect of any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Clause 10.2) in respect of any such claim or series of claims does not exceed 0.1 per cent of the Headline Amount.

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • Litigation; Decrees (i) Except as disclosed by the Servicer to the Customer in writing on or prior to the date hereof, there are no claims, actions, suits, arbitrations or other proceedings or investigations (i) pending or, to the best knowledge of the Servicer, threatened, by or against or affecting the Servicer, and (ii) pending, or to the best knowledge of the Servicer, threatened, by or against or affecting the Servicer, related to the transactions contemplated by this Servicing Agreement.

  • Derivative Claims Section 5. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

  • Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

  • Claims Excluded The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02:

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