Escrow Arrangements; Limits of Liability Sample Clauses

Escrow Arrangements; Limits of Liability. (a) In no event shall (i) any Shareholder be liable to CBT, any other CBT Indemnitees or anyone claiming through either of them under this Article VIII or any other theory of liability for Damages or other amounts in connection with the transactions contemplated by this Agreement or any of the Related Agreements in excess of the lesser of (A) such Shareholder's pro rata share (assuming exercise of all of such Shareholder's Knowledge Well Options assumed by CBT regardless of whether such options are vested or unvested) of the Acquisition Price and (B) such Shareholder's pro rata share (assuming exercise of all of such Shareholder's Knowledge Well Options assumed by CBT regardless of whether such options are vested or unvested) of the aggregate amount of such Damages or other amounts or (ii) any CBT Indemnitee be reimbursed for any Damages under this Article VIII or any other theory of liability in connection with the transactions contemplated by this Agreement or any of the Related Agreements until the aggregate of all Damages exceeds US$500,000 (after which all Damages, including such US$500,000, shall become payable in accordance with the provisions of this Article VIII). As partial security for the obligations of each Shareholder pursuant to this Article VIII, the Escrow Amount shall be deposited with an escrow agent and shall be controlled pursuant to the terms of the escrow agreement (the "Escrow Agreement") in substantially the form ---------------- attached hereto as Exhibit E. ---------
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Escrow Arrangements; Limits of Liability. As partial security for the ---------------------------------------- obligations of Shareholder pursuant to this Article VII, the Escrow Amount shall be deposited with an escrow agent and shall be controlled pursuant to the terms of the escrow agreement (the "Escrow Agreement") in substantially the form ---------------- attached hereto as Exhibit 7.3. The liability of Shareholder for Damages ----------- pursuant to this Article VII shall not be limited to or by the Escrow Amount, but shall be limited to seventy-five percent (75%) of the shares of Shareholder Common Stock received by Shareholder pursuant to the Share Exchange; provided, however that Xxxxxxxx.xxx and Shareholder agree that with respect to any Damages resulting from a breach of the representations and warranties of Shareholder set forth in Section 2.13(g), Shareholder shall only be liable for forty percent (40%) of such Damages.
Sample 1
Escrow Arrangements; Limits of Liability. As partial security for the ---------------------------------------- obligations of the Company pursuant to this Article VII, the Escrow Amount shall be deposited with an escrow agent and shall be controlled pursuant to the terms of the Escrow Agreement. The liability of the Indemnifying Parties for Damages pursuant to this Article VII or otherwise shall not be limited to or by the Escrow Amount. Notwithstanding anything else contained in this Agreement to the contrary, the indemnification rights contained herein, in the Escrow Agreement and the Indemnity Agreement shall be the exclusive remedy of the Parent Indemnitees for any Parent Indemnifiable Claim except in the case of fraud, and except that nothing in this Article VII shall be construed to limit the non- monetary equitable remedies, including, without limitation, the remedy of specific performance, of any party hereto in respect of any breach by any other party of any covenant or other agreement of such other party contained in or made pursuant to this Agreement or any of the Related Agreements; provided that, ------------- with respect to any Parent Indemnifiable Claims, Parent Indemnitees shall be required to proceed, first, against the Escrow Fund (as defined in the Escrow Agreement) pursuant to the terms of the Escrow Agreement and, thereafter, to the extent such Parent Indemnifiable Claim cannot be satisfied from the Escrow Fund, against any Indemnifying Party pursuant to this Agreement or the Indemnity Agreement, in the sole discretion of SmartForce.
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Related to Escrow Arrangements; Limits of Liability

  • Limits of Liability The limit of the Policy insurer’s (the “Insurer”) liability under the Policy shall not be less than an amount approved by each Fund’s Board.

  • No Voting Rights; Limitations of Liability This Warrant shall not entitle the Registered Holder hereof to any voting rights or other rights as a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such Registered Holder for the Exercise Price of Warrant Shares acquirable by exercise hereof or as a stockholder of the Company.

  • Limits on Liability EXCEPT FOR THE INDEMNIFICATION PROVISIONS HEREIN THIS AGREEMENT, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EXCEPT FOR ANY WILLFUL UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION OR LICENSEE’S WILLFUL BREACH. EXCEPT FOR THE INDEMNIFICATION PROVISIONS HEREIN, LICENSOR’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR INDEMNITY) IS LIMITED TO THE AGGREGATE OF FEES PAID BY LICENSEE TO LICENSOR. UNDER NO CIRCUMSTANCES WILL LICENSOR (OR ITS AGENTS) HAVE LIABILITY RELATING TO PRODUCT USED OR DISTRIBUTED BY LICENSOR OR BY THIRD PARTIES.

  • Limits of Liability; Indemnification The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust's Declaration of Trust.

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Guaranty; Limitation of Liability (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not merely of collection.

  • Limit of Liability Under no circumstances will the Company or an Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

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