Dollar Limitations - Maximum. (i) Subject to Section 8.2(b), the maximum aggregate liability of Seller to Purchaser and the other Purchaser Indemnified Parties under this Agreement, including but not limited to liability under Section 8.1(a), shall be a dollar amount equal to any amounts remaining pursuant to the Purchaser Note #1 taken in inverse order of payment of the note (the “Purchaser Indemnification Cap”). Notwithstanding the foregoing, the Purchaser Indemnification Cap shall not apply to Damages arising as a result of (A) any intentional misrepresentation or fraud by Seller, (B) any breach of any of the Title/Organization/Authority Representations, (C) any Tax Claims, (D) any claim under Sections 8.1(a)(iii) or (iv). (ii) Subject to Section 8.2(b), the maximum aggregate liability of Purchaser and Parent to Seller and the other Seller Indemnified Parties under this Agreement, including but not limited to liability under Section 8.1(b), shall be an amount equal to any amounts remaining pursuant to the Purchaser Note #1 (the “Seller Indemnification Cap”). Notwithstanding the foregoing, the Seller Indemnification Cap shall not apply to Damages arising as a result of (A) any intentional misrepresentation or fraud by Purchaser or Parent, (B) any amounts due to Seller pursuant to the Purchaser Note #1, (C) any amounts due to Seller pursuant to the Purchaser Note #2, (D) any amounts due to Seller pursuant to Section 3.2 hereof, or (E) any claim under Section 8.1(b)(iii) or 8.1(b)(iv).

Dollar Limitations - Maximum. The maximum aggregate liability of the Seller to the Purchaser under this Agreement, including without limitation, liability under Section 11.1, shall be Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000), except for (i) liability for breach of any Fundamental Representation, (ii) liability for the Tax Matters or (iii) a claim for indemnification made by the Purchaser against the Seller with respect to matters set forth in Section 10.17, as to which the Seller’s maximum aggregate liability shall be limited to the aggregate amount of proceeds actually received by the Seller in respect of the Purchase Price.

Dollar Limitations - Maximum. The aggregate maximum liability of the Seller for any Losses and Expenses under Section 10.1(c) shall be an amount equal to thirty percent (30%) of the aggregate of all amounts paid to the Seller pursuant to the terms of this Agreement and the Seller Note as of the date on which a claim with respect thereto is resolved (the “Indemnity Cap”). The aggregate maximum liability of the Buyer for any Losses and Expenses under Section 10.2(c) shall be an amount equal to the Indemnity Cap.

Dollar Limitations - Maximum. The maximum aggregate liability of Sellers to Purchaser, the Company and their respective affiliates: (A) for all claims pursuant to Section 8.02(a)(i) or Section 8.02(b)(i) (other than for a breach of the representations and warranties contained in Sections 2.04, 2.05, 3.02 and 3.06) shall be $10,000,000; (B) for all claims pursuant to Section 8.02(b)(ii) shall be $5,000,000; (C) for all claims pursuant to Section 8.02(a)(i) with respect to the representations and warranties contained in Section 2.05 shall be the aggregate value of the Seller Notes and the shares of Purchaser Common Stock actually issued by Purchaser to the applicable Seller; (D) for all claims pursuant to Section 8.02(b)(iii) shall be $20,000,000 and (E) for all claims pursuant to Section 8.02(a) or Section 8.02(b) (other than Sections 8.02(b)(vii) and 8.02(b)(viii)) shall be the Cash Purchase Price plus the greater of $9,000,000 or the aggregate amount actually paid by the Purchaser on account of the Seller Notes, as adjusted pursuant to Section 1.05(c). For the avoidance of doubt, there shall be no indemnification liability to the extent that it would exceed any of the foregoing caps. The maximum aggregate liability of Purchaser to Sellers and their respective affiliates: (A) for all claims pursuant to Section 8.02(c)(i) (other than for a breach of the representations and warranties contained in Section 4.05) shall be $10,000,000; and (B) for all claims pursuant to Section 8.02(c)(ii) and 8.02(c)(iii) shall be $20,000,000. For the avoidance of doubt, there shall be no indemnification liability to the extent that it would exceed any of the foregoing caps. (c) With respect to any claims against any Seller, Purchaser shall be obligated as to each Seller to collect any Damages (in any order) from (i) the amounts on deposit in escrow pursuant to the Indemnification Escrow Agreement and (ii) its rights of setoff provided for in the Seller Notes before it may seek collection of any additional amounts from such Seller. It being understood that Purchaser shall be permitted to pursue litigation against Sellers, but shall not be permitted to enforce any resulting judgment except in accordance with this Section 8.03(c). (d) In no event shall any Seller have any indemnity obligations to Purchaser, the Company, and subsidiaries of Purchaser and their respective affiliates under Section 8.02(b) for any Damages resulting from any breach of the representations and warranties contained in Section 3.17, ...

Dollar Limitations - Maximum. The maximum aggregate liability of Sellers to Purchaser under this Agreement for breaches of representations, warranties and agreements, including but not limited to liability under Section 10.1, shall be $25,000,000 (such sum, the “Cap”). The maximum aggregate liability of Purchaser to Sellers under this Agreement for Purchaser’s and Holdings’ breaches of representations, warranties and agreements, including but not limited to liability under Section 10.1, shall be $10,000,000. The Cap shall not apply to Damages relating to or arising out of (a) any misrepresentation or breach of warranty set forth in Article 4, the first sentence of Section 5.1(a), 5.1(c), 5.2, 5.7(a), the first sentence of 5.8(b) or 5.19, (b) Fraud Claims, (c) any breach of the covenants of any Seller, Purchaser or the Seller Representative in this Agreement or the Escrow Agreement, (d) any claim under Section 10.1(a)(iii), (iv) or (v) or (e) any Excluded Business Tax Claim.

Dollar Limitations - Maximum. Subject to Sections 10.1(a)(ii), 10(a)(iii) and 10.2(b), the maximum aggregate liability of the Seller Parties to Purchaser under this Agreement shall be $11,000,000. The limitation set forth in the immediately preceding sentence shall not apply to Damages resulting from a Fraud Claim or (i) any Excluded Claim, or (ii) any breach by a Seller Party of any covenant to be performed by it under the terms of this Agreement; the maximum aggregate liability of any Seller Party with respect to Damages described in clauses (i) and (ii) shall be the cash proceeds received by such Seller Party pursuant to this Agreement.

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Xxxxxx Limitation The Service reserves the right to refuse to pay any Xxxxxx to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Xxxxxx designated by you. as set forth in Section 13 of the General Terms (Prohibited Payments) or an Exception Payment under this Agreement.
Other Limitations Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.
Profit Limitation (a) Notwithstanding any other provision in this Agreement or the Reorganization Agreement, in no event shall Parent's Total Profit (as defined below) exceed $6,000,000 (the "MAXIMUM PROFIT") and, if Parent's Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole discretion, shall either (i) reduce the number of Option Shares subject to the Option, (ii) deliver to the Company for cancellation Option Shares (or other securities into which such Option Shares are converted or exchanged) previously purchased by Parent, (iii) pay cash to the Company, or (iv) any combination of the foregoing, so that Parent's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions. (b) For purposes of this Agreement, "TOTAL PROFIT" shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or fair market value of any property received by Parent pursuant to a sale of Option Shares (or securities into which such shares are converted or exchanged) over (y) the Parent's aggregate purchase price for such Option Shares (or other securities), plus (B) any amounts received by Parent pursuant to the repurchase of the Option by the Company pursuant to Section 6, plus (C) any termination fee paid in cash by the Company and received by Parent pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash previously paid by Parent to the Company pursuant to this Section 10 plus the value of the Option Shares (or other securities) previously delivered by Parent to the Company for cancellation pursuant to this Section 10.
Minimum Amounts; Limitation on Number of Borrowings At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Par Value Limitations Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares or other such shares at such adjusted Purchase Price.
ANNUAL LIMITATION Notwithstanding anything contained in this Agreement to the contrary, and with respect to each Tax Year of the Tax Limitation Period beginning after the first Tax Year of the Tax Limitation Period, in no event shall (i) the sum of the maintenance and operations ad valorem taxes paid by the Applicant to the District for such Tax Year, plus the sum of all payments otherwise due from the Applicant to the District under Articles IV, V, and VI of this Agreement with respect to such Tax Year, exceed (ii) the amount of the maintenance and operations ad valorem taxes that the Applicant would have paid to the District for such Tax Year (determined by using the District’s actual maintenance and operations tax rate for such Tax Year) if the Parties had not entered into this Agreement. The calculation and comparison of the amounts described in clauses (i) and (ii) of the preceding sentence shall be included in all calculations made pursuant to Article IV of this Agreement, and in the event the sum of the amounts described in said clause (i) exceeds the amount described in said clause (ii), then the payments otherwise due from the Applicant to the District under Articles IV, V, and VI shall be reduced until such excess is eliminated.
Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.
Amount Limitations Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, no Issuing Bank shall be required to issue a Letter of Credit and no reduction of the Revolving Commitments pursuant to Section 2.13. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time.
Specific Limitations No Member shall have the right or power to: (a) withdraw or reduce such Member’s Capital Contribution except as a result of the dissolution of the Company or as otherwise provided by law or in this Agreement; (b) make voluntary Capital Contributions or to contribute any property to the Company other than cash; (c) bring an action for partition against the Company or any Company assets; (d) cause the termination and dissolution of the Company, except as set forth in this Agreement; or (e) upon the Distribution of its Capital Contribution require that property other than cash be distributed in return for its Capital Contribution. Each Member hereby irrevocably waives any such rights.
Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

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