Dollar Limitations - Maximum Sample Clauses

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.
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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.
Sample 1
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.
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Dollar Limitations - Maximum. Subject to Section 11.2(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 11.1, shall be an amount equal to $35,000,000 (the “Purchaser Indemnification Cap”), and recovery from the Indemnity Escrow Amount shall be the sole and exclusive remedy of the Purchaser Indemnified Parties for such Damages subject to the Purchaser Indemnification Cap. Notwithstanding the foregoing, the Purchaser Indemnification Cap shall not apply to Damages arising as a result of (i)any intentional misrepresentation or fraud by Seller or the Company, (ii) any breach of any of the representations in Sections 6.1 and 7.2, (iii) any Tax Claims or (iv) any claim under Section 11.1(a)(iii) or (iv), for which Seller's maximum aggregate liability, when combined with liability for Damages that are subject to the Purchaser Indemnification Cap, shall be the cash proceeds received by Seller pursuant to this Agreement. Subject to Section 11.2(b), the maximum aggregate liability of Purchaser to Seller and the other Seller Indemnified Parties under this Agreement, including but not limited to liability under Section 11.1, shall be an amount equal to $35,000,000 (the “Seller Indemnification Cap”). Notwithstanding the foregoing, the Seller Indemnification Cap shall not apply to Damages arising as a result of (i) any intentional misrepresentation or fraud by Purchaser or (ii) any claim under Section 11.1(b)(iii), for which Purchaser's maximum aggregate liability, when combined with liability for Damages that are subject to the Seller Indemnification Cap, shall be the cash proceeds received by Seller pursuant to this Agreement.
Sample 1
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.
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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.
Sample 1

Related to Dollar Limitations - Maximum

  • Other Limitations Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:

  • Basic Limitation Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares authorized for issuance as Awards under the Plan (other than Inducement Awards as set forth in Section 15) shall not exceed the sum of (x) 4,250,000 Shares, plus (y) the sum of the number of Shares subject to outstanding awards under the Company’s 2010 Stock Plan (the “Predecessor Plan”) on the Effective Date that are subsequently forfeited or terminated for any reason before being exercised or settled, plus the number of Shares subject to vesting restrictions under the Predecessor Plan on the Effective Date that are subsequently forfeited, plus the number of reserved Shares not issued or subject to outstanding grants under the Predecessor Plan on the Effective Date, plus (z) an annual increase on the first day of each fiscal year, for a period of not more than ten years, beginning on January 1, 2016, and ending on (and including) January 1, 2025, in an amount equal to the lesser of (i) four percent (4%) of the outstanding Shares on the last day of the immediately preceding fiscal or (ii) if the Board acts prior to the first day of the fiscal year, such lesser amount (including zero) that the Board determines for purposes of the annual increase for that fiscal year. Notwithstanding the foregoing: (A) the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 16,833,333 Shares plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 5(c); and (B) an additional 543,872 Shares are authorized for issuance as Awards under the Plan as a result of the Company’s assumption of the 2015 ArcherDX, Inc. Stock Incentive Plan, provided such Awards may not be issued (I) to persons who were Employees, Consultants or Outside Directors of the Company or its Subsidiaries prior to October 2, 2020 (i.e., the date of the Company’s acquisition of ArcherDX, Inc.) or (II) following September 2, 2025 (i.e., the end of the original term of the 2015 ArcherDX, Inc. Stock Incentive Plan). The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 12. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

  • Profit Limitation (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit exceed the Profit Cap and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (i) deliver to the Company for cancellation Option Shares previously purchased by Grantee, (ii) pay cash or other consideration to the Company, (iii) reduce the amount of the fee payable to Grantee under Section 9.5 of the Merger Agreement or (iv) undertake any combination thereof, so that the Grantee's Total Profit shall not exceed the Profit Cap after taking into account the foregoing actions.

  • 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.

  • Distribution Limitation Notwithstanding any other provision in this Article 5, the General Partner shall have the power, in its reasonable discretion, to adjust the distributions to the Special Limited Partner to the extent necessary to avoid violations of the “2%/25% Guidelines” as described in the Advisory Agreement.

  • Amount Limitations Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Issuing Bank shall not 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:

  • Termination and Reduction of Aggregate Maximum Credit Amounts (a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

  • 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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