Deductible; Cap Sample Clauses

Deductible; Cap. No Indemnified Party shall be entitled to be indemnified for Losses pursuant to Sections 11.1(a)(ii), 11.1(a)(iv), or 11.1(b)(iv) unless and until the respective aggregate amount of all such Losses by such Indemnified Party exceeds 1.0% of the Purchase Price (the “Deductible”). The Indemnified Party shall be entitled to be paid the entire amount of any Losses pursuant to Sections 11.1(a)(ii), 11.1(a)(iv), or 11.1(b)(iv) in excess of the Deductible; provided, however, that the aggregate liability of Seller for Losses under this Agreement shall not exceed twenty five percent (25.0%) of the Purchase Price (the “Cap”). Notwithstanding the foregoing, the Deductible and the Cap shall not apply to Seller’s or Buyer’s indemnification obligations related to or arising out of any breach of the Fundamental Representations (as defined herein) or for either Party’s indemnification obligations pursuant to Sections 11.1(a)(i) or (iii) or Sections 11.1(b)(i) or (iii).
Sample 1
Deductible; Cap. No Buyer Indemnified Party shall be entitled to be indemnified for Losses pursuant to Section 11.1(a)(iv) unless and until, and then only to the extent that, the respective aggregate amount of all such Losses by such Buyer Indemnified Party exceeds three percent (3.0)% of the Purchase Price (the “Deductible”) other than with respect to Losses related to any breach of Seller’s Fundamental Representations or Seller’s representations and warranties in Section 3.7 (Taxes). The Buyer Indemnified Parties shall be entitled to be paid the entire amount of any Losses pursuant to Section 11.1(a)(iv) in excess of the Deductible; provided, however, that the aggregate liability of Seller for Losses under Section 11.1(a)(iv) shall not exceed fifteen percent (15.0%) of the Purchase Price other than with respect to Losses related to any breach of Seller’s Fundamental Representations or Seller’s representations and warranties in Section 3.7 (Taxes), or one hundred percent (100)% of the Purchase Price related to any breach of Seller’s Fundamental Representations (the “Cap”).
Sample 1
Deductible; Cap. Notwithstanding the foregoing, no party will be required to indemnify any other parties for any Claims with respect to a breach of the representations and warranties hereunder unless the aggregate amount of such Claims to which such party is obligated to indemnify exceeds $250,000. Once the aggregate amount of such Claims exceeds $250,000, the amount of indemnification that the party is required to pay hereunder will be limited to the excess of the aggregate amount of the Claims over $250,000; except that, no such limitation will apply to Claims caused by the fraud of the party required to pay the indemnification. No party will be required to pay indemnification hereunder in excess of [*].
Sample 1
Deductible; Cap. The Purchaser Indemnitees will not be entitled to recover any Losses pursuant to Section 7.2(a), (b) (except for any breach, nonfulfillment or noncompliance of or with the obligations set forth in Sections 5.9 or 5.12), (d) and (g) until the total of all such Losses suffered by the Purchaser Indemnitees exceeds $900,000 (the “Deductible”), in which event the Purchaser Indemnitees shall be entitled to recover Losses in excess of the Deductible up to a maximum of the R&W Liability Cap; provided, however, that the foregoing limitations will not apply to claims in respect of breaches of the representations and warranties set forth in Sections 3.1 (Organization; Good Standing; Qualification and Power), 3.2 (Capitalization), 3.4 (Power and Authority) 3.17 (Taxes), 3.21 (Environmental Matters) or claims based on Fraud.
Sample 1
Deductible; Cap. Notwithstanding anything to the contrary contained in this Agreement, the Indemnified Parties will not be entitled to indemnification pursuant to Section 8.2(a)(i) or 8.2(b)(i) (Agreement to Indemnify), (i) unless and until the aggregate amount of all indemnifiable Losses of such Indemnified Parties equals or exceeds $1,000,000 (the “Deductible”), in which case the Indemnified Parties may make claims for indemnification for all Losses in excess of the Deductible or (ii) in excess of, in the aggregate, $30,000,000 (the “Cap”); provided, that the Deductible and Cap will not apply with respect to (A) any claims involving fraud by Sellers (with respect to claims for indemnification pursuant to Section 8.2(a)(i)) or Buyers (with respect to claims for indemnification pursuant to Section 8.2(b)(i)) or (B) any claims involving a breach of any of the Specified Sections (with respect to claims for indemnification pursuant to Section 8.2(a)(i)), or involving a breach of any of Sections 4.1 (Organization), 4.2 (Authorization; Enforceability), and 4.4 (Brokers) (with respect to claims for indemnification pursuant to Section 8.2(b)(i)).
Sample 1
Deductible; Cap. The Shareholders shall not be required to indemnify and hold harmless the Buyer Indemnitees: (i) under clause (i) of §9(b) unless the aggregate of all Losses for which the Shareholders would, but for this clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to $500,000, and then only to the extent of any such excess; and (ii) for any Losses under clause (i) of §9(b) once the aggregate amount of indemnification payments made by the Shareholders pursuant to §9(b)(i) exceeds an amount equal to fifteen percent (15%) of the Purchase Price, as adjusted by any and all payments of the Final Working Capital Adjustment in accordance with §2(f). (iii) Notwithstanding anything contained in this Agreement to the contrary and without limiting the provisions of §§9(c)(i) and (ii), the limitations set forth in clauses (i) and (ii) of this §9(c) shall not apply with respect to any Loss arising from or related to a breach of (a) any covenants of the Company or any Shareholder or (b) the representations and warranties set forth in §3(a) (Organization and Standing of the Company), §3(b) (Authority; Execution and Delivery; Enforceability), §3(c) (Capitalization; Other Agreements as to Shares; Ownership of Securities; Subsidiaries), §3(n) (Taxes), §3(w) (Brokers’ Fees), §3(x) (Closing Date Designated Indebtedness; Net Designated Indebtedness) and §3(y) (Benefits of Shareholders).
Sample 1

Related to Deductible; Cap

  • 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.

  • 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.

  • Expense Limit Contractor shall not invoice the JBE, and the JBE has no obligation to reimburse Contractor, for expenses of any type that exceed in the aggregate the amount of: $[Dollar amount] for the Initial Term and $[Dollar amount] for the Option Term.

  • Expense Limitations In the event the operating expenses of the Fund, ------------------- including amounts payable to the Investment Adviser pursuant to subsection (a) hereof, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by applicable state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Investment Adviser shall reduce its management and investment advisory fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess; provided, however, to the extent permitted by law, -------- ------- there shall be excluded from such expenses the amount of any interest, taxes, distribution fees, brokerage fees and commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Whenever the expenses of the Fund exceed a pro rata portion of the applicable annual expense limitations, the estimated amount of reimbursement under such limitations shall be applicable as an offset against the monthly payment of the fee due to the Investment Adviser. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Investment Adviser's fee shall be applicable.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • 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.

  • Excess Contributions An excess contribution is any amount that is contributed to your IRA that exceeds the amount that you are eligible to contribute. If the excess is not corrected timely, an additional penalty tax of six percent will be imposed upon the excess amount. The procedure for correcting an excess is determined by the timeliness of the correction as identified below.

  • Expense Limitation As part of the consideration for the Fund entering into this Agreement, the Manager hereby agrees to limit the aggregate expenses of every character incurred by the Fund, including but not limited to Fees of the Manager computed as hereinabove set forth, but excluding interest, taxes, brokerage, and other expenditures which are capitalized in accordance with generally accepted accounting principles and extraordinary expenses (“Manager Limitation”). Under the Manager Limitation, the Manager agrees that through a certain date (“Certain Date”), such expenses shall not exceed a certain level of the average daily net assets of the Fund (“Expense Limitation”). To determine the Manager’s liability for the Fund’s expenses over the Expense Limitation, the amount of allowable year-to-date expenses shall be computed daily by prorating the Expense Limitation based on the number of days elapsed within the fiscal year of the Fund, or limitation period, if shorter (“Prorated Limitation”). The Prorated Limitation shall be compared to the expenses of the Fund recorded through the prior day in order to produce the allowable expenses to be recorded for the current day (“Allowable Expenses”). If the Fund’s Management Fee and other expenses for the current day exceed the Allowable Expenses, the Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event the excess exceeds the amount due as the Management Fee, the Manager shall be responsible to the Fund for the additional excess (“Other Expenses Exceeding Limit”). If at any time up through and including the Certain date, the Fund’s Management Fee and other expenses for the current day are less than the Allowable Expenses, the differential shall be due to the Manager as payment of cumulative Unaccrued Fees (if any) or as payment for cumulative Other Expenses Exceeding Limit (if any). If cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit remain at the Certain Date, these amounts shall be paid to the Manager in the future provided that: (1) no such payment shall be made to the Manager after a two year reimbursement period following the Certain Date; and (2) such payment shall only be made to the extent that it does not result in the Fund’s aggregate expenses exceeding the Expense Limitation. The Manager may voluntarily agree to an additional expense limitation (any such additional expense limitation hereinafter referred to as an “Additional Expense Limitation”), at the same or a different level and for the same or a different period of time beyond the Certain Date (any such additional period being hereinafter referred to an as “Additional Period”) provided, however, that: (1) the calculations and methods of payment shall be as described above; (2) no payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit shall be made to the Manager more than two years after the end of the Additional Period; and (3) payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit after the expiration of the Additional Period shall only be made to the extent it does not result in the Fund’s aggregate expenses exceeding the Additional Expense Limitation to which the unpaid amounts relate.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Operating Expense Limit The Fund’s maximum operating expense limits (each an “Operating Expense Limit”) in any year shall be that percentage of the average daily net assets of the Fund as set forth on Schedule A attached hereto and incorporated by this reference.