Limitation on Aggregate Liability Sample Clauses

Limitation on Aggregate Liability. SUBJECT TO SECTION 14.3, EACH PARTY’S ENTIRE AND AGGREGATE LIABILITY FOR ALL CLAIMS MADE BY ONE PARTY AGAINST THE OTHER PARTY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) OR THE CONTRACT AMOUNT AS OF THE DATE LIABILITY IS DETERMINED.
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Limitation on Aggregate Liability. EACH PARTY’S ENTIRE AND AGGREGATE LIABILITY FOR ALL CLAIMS MADE BY ONE PARTY AGAINST THE OTHER PARTY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (a) *** DOLLARS ($***); OR (b) *** (***%) OF THE ANNUAL CONTRACT AMOUNT.
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Limitation on Aggregate Liability. The total liability of the Vendors and Xxxxx under this Agreement whether under the Warranties or otherwise in respect of all breaches or claims whatsoever shall not exceed a maximum aggregate sum equivalent to the total Consideration paid to, or otherwise received by, the Vendors.
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Limitation on Aggregate Liability. SUBJECT TO SECTION 14.3, EACH PARTY’S ENTIRE AND AGGREGATE LIABILITY FOR ALL CLAIMS MADE BY ONE PARTY AGAINST THE OTHER PARTY ARISING FROM THIS 12 Product Development and Supply Agreement Vivint Solar, Inc. and Vivint, Inc. AGREEMENT SHALL NOT EXCEED THE GREATER OF TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) OR THE CONTRACT AMOUNT AS OF THE DATE LIABILITY IS DETERMINED.
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Limitation on Aggregate Liability. Notwithstanding anything to the contrary contained herein, in the Escrow Agreement, and in any of the agreements contemplated hereby or thereby, the maximum aggregate liability of any Target Stockholder to the Acquiror and Merger Sub, whether by reason of indemnification, reimbursement or other payment obligation of any type, any liability in tort, contract or otherwise, shall never exceed the aggregate amount of the Net Merger Consideration actually received by such Target Stockholder.
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Limitation on Aggregate Liability. 5.7 Sharing of Data........................... 14 --------------- 5.8 Use of the Seller's Markings.............. 14 ----------------------------
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Limitation on Aggregate Liability. Notwithstanding any other provision of this Agreement, the maximum liability of the Indemnifying Party to the Indemnified Party (whether based on contract, tort, indemnification or other theory) with respect to any matters other than Product Liability Claims shall not exceed the Purchase Price.
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Limitation on Aggregate Liability. (i) Notwithstanding anything to the contrary set forth in this Agreement and subject to Section 8.4(a), the aggregate liability of Pre-Closing Holders under this Agreement shall not exceed the Merger Consideration actually paid to the Pre-Closing Holders pursuant to Section 3.1(d), provided, that the aggregate liability of Pre-Closing Holders for any breach of the Fundamental Representations set forth in Section 4.22 (Intellectual Property) (except in the case of any Fraud by the Company in connection with the negotiation or execution of this Agreement) shall not exceed Fifteen Million Dollars ($15,000,000). No Pre-Closing Holder shall have liability with respect to the Fraud of any other Pre-Closing Holder in connection with the negotiation or execution of this Agreement (other than Fraud committed by any director, officer, or employee of the Company acting in their capacity or purported capacity as such in connection with the negotiation or execution of this Agreement, it being agreed that any Fraud or Misrepresentation committed by such Person shall be deemed a Fraud or Misrepresentation committed by the Company in connection with the negotiation or execution of this Agreement). (ii) Notwithstanding anything to the contrary set forth in this Agreement, (A) the aggregate liability of Acquiror under this Agreement following the Closing for any Damages arising out of an Acquiror Warranty Breach (other than a breach of Sections 5.1 (Corporate Organization), 5.2 (Due Authorization), 5.5 (Governmental Authorization) and 5.6 (Brokers’ Fees)) shall not exceed ten percent (10%) of the Merger Consideration that is payable on the Closing Date, and (B) the aggregate liability of Acquiror following the Closing for the matters set forth in Sections 8.2(b)(i) and 8.2(b)(ii) shall not exceed the Merger Consideration that is payable on the Closing Date.
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Related to Limitation on Aggregate Liability

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

  • No Limitation on Liability Such insurance as required herein shall not be deemed to limit Contractor’s liability relating to performance under this Contract. District reserves the right to require complete certified copies of all said policies at any time. The procuring of insurance shall not be construed as a limitation on liability or as full performance of the indemnification and hold harmless provisions of this Contract. Contractor understands and agrees that, notwithstanding any insurance, Contractor’s obligation to defend, indemnify, and hold District, its trustees, officials, agents, volunteers, and employees harmless hereunder is for the full and total amount of any damage, injuries, loss, expense, costs, or liabilities caused by or in any manner connected with or attributed to the acts or omissions of Contractor, its officers, agents, subcontractors (of all tiers), employees, licensees, patrons, or visitors, or the operations conducted by Contractor, or the Contractor’s use, misuse, or neglect of the District’s premises.

  • Aggregate Liability The aggregate liability of either: (a) Customer, its Affiliates and Participating Entities; or (b) Verizon and its Affiliates, to the others collectively for any and all Events in an Annual Period is limited to an amount equal to 12 times the Average Monthly Charges during the Annual Period in which an Event first occurred. For the purpose of this clause and calculation, where: (i) an Event gives rise to a number of separate liabilities, claims or causes of action, and/or (ii) there is a series of connected Events, such will be considered a single Event and will be deemed to have occurred in the Annual Period in which the first Event occurred.

  • Limitation on Liabilities IF EITHER THE EXECUTIVE OR THE COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.

  • Aggregate Limits of Liability The basic coverage limits of liability may be subject to annual aggregate limits. If this is the case the annual aggregate limits of liability must be at least two (2) times the limits required for each policy, or the aggregate may equal the limits required but must apply separately to this Agreement.

  • Contribution; Limitations on Liability; Non-Exclusive Remedy If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other from the offering of the Shares, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total commissions received by the Agent (before deducting expenses) from the sale of the Shares. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

  • Liability Limitation Subsequent to the issuance of a Certificate of Completion pursuant to this Agreement, Applicant shall be entitled to the Liability Limitation set forth at ECL § 27-1421, subject to the terms and conditions stated therein and to the provisions of 6 NYCRR §§ 375-1.9 and 375-3.9.

  • Cap on Liability Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed $1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

  • Limitation on Damages IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

  • Limitation on Liability of Limited Partners No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

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