Limitation on Amounts. Notwithstanding any provision of this Agreement to the contrary, if it is determined that part or all of the compensation and benefits payable to the Officer (whether pursuant to the terms of this Agreement or otherwise) before application of this Paragraph 4(h) would constitute "parachute payments" under Section 280G of the Code, and the payment thereof would cause the Officer to incur the 20% excise tax under Section 4999 of the Code (or its successor), the following provisions shall apply:
Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, any benefit payable under this Agreement shall not exceed the Net Death Proceeds of the Policy.
Limitation on Amounts. Notwithstanding any provision of this Agreement to the contrary, the aggregate amount that shall be paid pursuant to this Agreement shall be the maximum amount payable under this Paragraph 4 that will not (when aggregated with any other payments by the Company or any subsidiary) result in the imposition of a tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision; provided, that if all or any part of the value of benefits under more than one subparagraph of this Paragraph 4 is treated as a "parachute payment" within the meaning of Code ss. 280G for purposes of determining whether payments would result in the imposition of said tax, then the Officer shall have sole discretion to determine which benefit(s) to forego in order to avoid the imposition of said tax.
Limitation on Amounts. Seller shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a), (b), (c) and (d) of Section 12.1 until the total of all Purchaser's Damages with respect to such matters exceeds $25,000.00. Purchaser shall have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a), (b), (c) and (d) of Section 12.2 until the total of all Seller's Damages with respect to such matters exceeds $25,000.00.
Limitation on Amounts. In no event shall the Company be required to redeem Notes representing more than ten percent (10%) of all the Notes issued and outstanding on any Redemption Date.
Limitation on Amounts. Sellers shall have no liability (for indemnification or otherwise) with respect to claims under Section 11.2 until the total of all Damages with respect to such matters exceed Fifty Thousand Dollars ($50,000) (after which point Sellers will be liable for only those Damages in excess of $50,000); provided, however that the maximum aggregate of all amounts for which the Buyer Indemnified Persons shall be entitled shall in no event exceed an amount equal to twenty-five percent (25%) of the Net Cash Consideration. However, the limitations set forth in this Section 11.5 will not apply (a) in the event of fraud, (b) to inaccuracies and/or breaches of any Fundamental Representation, (c) to any Seller’s willful breach of the covenants contained in ARTICLE 5; (d) to any Seller’s obligations under Section 10.6, or (d) to any Seller’s obligations under Section 11.2(c), (d), (i), (j) or (m).
Limitation on Amounts. No Indemnified Party shall be entitled to any indemnification until the aggregate dollar amount of all Claims suffered by the Indemnified Party reaches Fifty Thousand Dollars ($50,000.00); provided, however, that the Indemnified Party shall then be entitled only to those amounts exceeding $50,000.00 once that amount is exceeded. Notwithstanding any other provisions contained in this Agreement, the maximum amount that may by recovered by an Indemnified Party under this Article 8 or otherwise shall be [****]. In no event shall this section apply to the obligations of the Buyer under Article 2.
Limitation on Amounts. The Indemnifying Party shall not be obligated to pay any amounts for indemnification under this Article V with respect to breaches of representations and warranties until the aggregate indemnification obligation of such Indemnifying Party hereunder exceeds $250,000, whereupon the Indemnifying Party shall be liable for all amounts for which indemnification may be sought which exceed $250,000. No Indemnifying Party's liability under this Article V shall exceed the amount of the purchase price for the Shares pursuant to this Agreement.
Limitation on Amounts. Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be liable for any Claims with respect to the matters set forth in Section 10.1 or 10.2, respectively, unless (i) a Claim is timely asserted during the survival period specified in Section 10.4, and (ii) the aggregate of all Claims under Section 10.1 or 10.2, respectively, exceeds, on a cumulative basis, $50,000; provided however, that after the aggregate amount of indemnified Claims reaches such threshold amount, the Indemnified Party shall be entitled to the entire amount of the Claim suffered by the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the aggregate liability of Seller to the Buyer Indemnified Group and the aggregate liability of Buyer to the Seller Indemnified Group, arising under or related to this Agreement and the transactions contemplated hereby, whether based in contract, tort, strict liability, common law or otherwise, shall not exceed, in either case, $3,000,000.
Limitation on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Dollar Equivalent of the total LC Exposure shall not exceed the LC Sublimit, (ii) the Dollar Equivalent of the total Multicurrency Revolving Exposures shall not exceed the total Multicurrency Commitments, (iii) (x) the Dollar Equivalent of the total Revolving Exposures plus (y) the aggregate principal amount of outstanding Competitive Loans shall not exceed the Aggregate Commitments and (iv) the Dollar Equivalent of the total LC Exposure with respect to Letters of Credit issued by the relevant Issuing Lender shall not exceed such Issuing Lender’s LC Commitment.
