Ceiling on Claims for Losses Sample Clauses

Ceiling on Claims for Losses. (i) The maximum aggregate liability of the Company Securityholders for indemnification under Section 8.2(a) (other than for a claim for indemnification arising out of or related to any Fundamental Representation or the representations and warranties set forth in Section 2.10 (Taxes) and Section 2.27 (Healthcare Regulatory Matters)) shall be an amount equal to the available Indemnification Escrow Funds. (ii) The maximum aggregate liability of the Company Securityholders for indemnification arising out of or related to the representations and warranties set forth in Section 2.10 (Taxes) shall be an amount equal to 20% of the Purchase Price; provided that the Company Securityholders’ liability in excess of the available Indemnification Escrow Funds shall be net of the Tax Deductible and the available Insurance Coverage. (iii) The maximum aggregate liability of the Company Securityholders for indemnification arising out of or related to the representations and warranties set forth in Section 2.27 (Healthcare Regulatory Matters) shall be an amount equal to $50,000,000; provided that the Company Securityholders’ liability in excess of the available Indemnification Escrow Funds shall be net of the Deductible and the Healthcare Proceeds. (iv) The maximum aggregate liability of the Company Securityholders for indemnification arising out of or related to any Fundamental Representation shall be an amount equal to the Purchase Price; provided that the Company Securityholders’ liability in excess of the available Indemnification Escrow Funds shall be net of the Deductible and the available Insurance Coverage.
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Ceiling on Claims for Losses. The maximum aggregate liability of a Party from whom indemnification is sought hereunder (such Party, the “Indemnifying Party”) for indemnification under Section 9.2(a) (with respect to the Seller Indemnifying Parties, and except as set forth in the proviso to this sentence) or under Section 9.3(a) (with respect to Buyer) shall not exceed $1,700,000 (the “Cap”), provided, however, that the maximum aggregate liability of the Seller Indemnifying Parties for indemnification for Losses (i) relating to Special Carve-Out Claims under Section 9.2(a), (ii) with respect to claims based on fraud and (iii) with respect of claims made pursuant to Sections 9.2(b) or 9.2(c) shall not be limited by the Cap, but shall not, when aggregated with all other claims for indemnification under Section 9.2, exceed the Aggregate Purchase Price plus the purchase price paid pursuant to the Asset Purchase Agreement and the Xxxx of Sale.
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Ceiling on Claims for Losses. The maximum aggregate liability of Seller for indemnification under Section 5.2(a) hereof will not exceed $670,000 (the "Cap"). The maximum aggregate liability of Buyer for indemnification under Section 5.3(a) hereof will not exceed the Cap. Notwithstanding the foregoing, the Cap shall not apply to any Fundamental Claim. The maximum aggregate amount of liability of Seller for all indemnification hereunder will not exceed the Purchase Price. The maximum aggregate amount of liability of Buyer for all indemnification hereunder will not exceed the Purchase Price.
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Ceiling on Claims for Losses. (i) Except for Losses incurred as a result of an Excepted Claim (other than a claim based on any inaccuracy or breach of the representations and warranties made in or pursuant to Section 2.12 (Intellectual Property)), the maximum aggregate liability of the Seller and Equityholder Indemnitors (with respect to the Equityholder Indemnitors, as a group, severally and in accordance with their respective Pro Rata Share) for indemnification under Section 9.2(a) (including, for the avoidance of doubt, claims based on any inaccuracy or breach of the representations and warranties made in or pursuant to Section 2.12 (Intellectual Property) that are subject to the limitation set forth in clause (x) of the following proviso) shall not exceed an amount equal to $15,000,000; provided, that, the maximum aggregate liability of the Seller and Equityholder Indemnitors (with respect to the Equityholder Indemnitors, as a group, severally and in accordance with their respective Pro Rata Share) for indemnification for claims based on any inaccuracy or breach of the representations and warranties made in or pursuant to (x) Sections 2.12 (Intellectual Property) shall not exceed an amount equal to $10,000,000 and (y) Section 2.14(b) (Material Agreements) shall not exceed an amount equal to $5,000,000. (ii) The maximum aggregate liability of the Seller and Equityholder Indemnitors (with respect to the Equityholder Indemnitors, as a group, severally and in accordance with their respective Pro Rata Share) for Losses (i) incurred as a result of Excepted Claims (other than a claim based on any inaccuracy or breach of the representations and warranties made in or pursuant to Section 2.12 (Intellectual Property)) or (ii) claims for indemnification under Section 9.2(b)-(c), together with all other claims payable hereunder, shall not exceed an amount equal to the sum of the Closing Cash Purchase Price and the dollar value at the time of payment of the Milestone Payments paid by Buyer. (iii) The maximum aggregate liability of the Buyer for Losses under Section 9.3(a) and Section 9.3(b) shall not exceed the sum of the Closing Cash Purchase Price and the dollar value at the time of payment of the Milestone Payments paid by Buyer.
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Ceiling on Claims for Losses. Except for Losses incurred as a result of any Excepted Claim, the maximum aggregate liability of an Indemnifying Party for indemnification under Section 8.1(a) or 8.2(a) shall not exceed $400,000. The maximum aggregate liability of an Indemnifying Party for indemnification for Excepted Claims shall not exceed $800,000. The maximum aggregate liability of an Indemnifying Party for indemnification under this Article VIII, other than Excepted Claims or under Section 8.1(a) or 8.2(a), shall not exceed the Purchase Price.
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Ceiling on Claims for Losses. Except for Losses incurred as a result of any Excepted Claim, the maximum aggregate liability of a Party, either Buyer and Dynasil, jointly and severally, or Seller and Parent, jointly and severally, from whom indemnification is sought hereunder (such Party, the “Indemnifying Party”) for indemnification under Section 9.2(a) or 9.3(a) shall not exceed $150,000. For Losses incurred as a result of an Excepted Claim, the maximum aggregate liability of the Indemnifying Party for indemnification under Section 9.2(a) or 9.3(a) shall not exceed $1,500,000. All liability of Seller and Parent for any Losses shall be calculated in the aggregate and the joint liability of Seller and Parent shall not exceed the amounts described in this Section. All liability of Buyer and Dynasil for any Losses shall be calculated in the aggregate and the joint liability of Buyer and Dynasil shall not exceed the amounts described in this Section.
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Ceiling on Claims for Losses. Each of the maximum aggregate liability of the Sellers for indemnification under Section 5.2 hereof, and the maximum aggregate liability of the Buyer for indemnification under Section 5.3 hereof, will not exceed $600,000; provided, however, that the maximum aggregate liability of Sellers for any Fundamental Claims and the maximum aggregate liability of Buyer for any Fundamental Claims will not exceed the Purchase Price, plus the Earnout Payment to be paid to Sellers.
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Ceiling on Claims for Losses. Except for any Losses incurred as a result of a Specified Claim, the maximum aggregate liability of the applicable Indemnitor for indemnification under Section 7.2(a) or Section 7.4(a) shall not exceed: (x) with respect to Buyer as Indemnitor, an amount equal to the Escrow Funds, and (y) with respect to Seller as Indemnitor, funds available in the Escrow Fund. For Losses incurred as a result of any Specified Claim or for indemnification pursuant to Section 7.2(b) or Section 7.4(b), the maximum aggregate liability of the applicable Indemnitor under Section 7.2(a), Section 7.2(b) or Section 7.4(b), as applicable, shall not exceed an amount equal to the Consideration actually received by Seller, as adjusted pursuant to the terms of this Agreement. For the avoidance of doubt, in the event a claim by an applicable Indemnitor could be brought under either Sections 7.2(a) or 7.2(c), on the one hand, or Sections 7.4(a) or 7.4(c), on the other hand, Buyer or Seller, as the case may be and at its sole discretion, may elect to bring such claim under either subpart (a) or (c), or under both such subsections.
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Ceiling on Claims for Losses. Except for any Losses incurred as a result of a Fundamental Claim or Specified Claim but subject to the [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of the applicable Indemnitor for indemnification under Sections 8.2(a)(i) or 8.2(b)(i) shall not exceed [*]. For Losses incurred as a result of any Specified Claim but subject to [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of Seller under Section 8.2(a)(i) shall not exceed [*]. For Losses incurred as a result of any Fundamental Claim but subject to the [*] limit on the overall aggregate liability of an Indemnitor hereunder, the maximum aggregate liability of the applicable Indemnitor under Section 8.2(a)(i) or 8.2(b)(i) shall not exceed [*]. Notwithstanding the foregoing, except with respect to Fundamental Claims (for which the maximum liability is set forth in the preceding sentence), the maximum liability of either Seller or Buyer under this Article 8 shall be an amount equal to [*] plus, with respect to Seller, the sum of (i) [*] and (ii) [*]. For the avoidance of doubt, in the event a claim by an applicable Indemnitor could be brought under either Sections 8.2(a)(i) or 8.2(a)(iii), on the one hand, or Sections 8.2(b)(i) or 8.2(b)(iii), on the other hand, Buyer or Seller, as the case may be and at its sole discretion, may elect to bring such claim under either subpart (i) or (iii), or under both such subsections. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information.
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Related to Ceiling on Claims for Losses

  • Claims for Additional Time If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary.

  • CLAIMS FOR DAMAGES 7.4.1 Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the other party or of any of his / her employees, agents or others for whose acts he / she is legally liable, claim shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

  • CLAIMS FOR ADDITIONAL COST 12.3.1 If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the Architect written notice thereof within twenty days after the occurrence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to execute the Work, except in an emergency endangering life or property in which case the Contractor shall proceed in accordance with Paragraph 10.3 of these General Conditions. No such claim shall be valid unless so made. If the State and the Contractor cannot agree on the amount of the adjustment in the Contract Sum, it shall be determined by the Architect. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order. 12.3.2 If the Contractor claims that additional cost is involved because of, but not limited to, (1) any order by the State to stop the Work pursuant to Paragraph 3.3 of these General Conditions where the Contractor was not at fault, or (2) failure of payment by the State pursuant to Paragraph 9.7(of these General Conditions), the Contractor shall make such claim as provided in Subparagraph 12.3.1 of this agreement. 12.3.3 The Architect will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the State and Contractor within 10 days unless the Contractor or the State objects to the change in writing.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid. 4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority. 4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder. 4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority. 4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.

  • Procedures for Third Party Claims In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

  • Claims Excluded from Arbitration The following matters will not be subject to arbitration but will instead be adjudicated in the courts of Cleveland County, Oklahoma or such other court in which jurisdiction and venue are proper: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Owner or its assignee for collection of amounts owed by Resident under this Agreement; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in that court in lieu of arbitration.

  • Cost of remedying Defects Any repair or rectification undertaken in accordance with the provisions of Clause 17.2, including any additional testing, shall be carried out by the Contractor at its own risk and cost, to the extent that such rectification or repair is attributable to: (a) the design of the Project; (b) Plant, Materials or workmanship not being in accordance with this Agreement and the Specifications and Standards; (c) improper maintenance during construction of the Project Highway by the Contractor; and/ or (d) failure by the Contractor to comply with any other obligation under this Agreement.

  • Claims Period (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

  • Claims for Consequential Damages The Owner retains its right to claim for consequential damages in the event the Design Professional fails to perform under this Contract.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

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