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. 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 be recovered by an Indemnified Party under this Article 8 or otherwise shall be One Million Nine Hundred and Ten Thousand Dollars ($1,910,000.00). In no event shall this section apply to the obligations of the Buyer under Article 2 or Seller under Section 7.6.
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 (e) to any Seller’s obligations under Section 11.2(c), (d), (j) or (k).”
Limitation on Amounts. The Indemnifying Party shall not be obligated to pay any amounts for indemnification under this Article VII with respect to breaches of representations and warranties until the aggregate indemnification obligation of such Indemnifying Party hereunder exceeds $500,000, whereupon the Indemnifying Party shall be liable for all amounts for which indemnification may be sought which exceed $500,000. No Indemnifying Party's liability under this Article VII shall exceed the amount of the purchase price for the Interests and the GP Common Stock pursuant to this Agreement.
Limitation on Amounts. (a) Notwithstanding the foregoing, in the event that any payment or benefit received, or to be received, by Employee (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or any other plan, arrangement or agreement with any person whose actions result in a Change of Control, or any person affiliated with the Company or such person) (all such payments and benefits being hereinafter called "Total Payments") would not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), by the Company, an affiliate or other person making such payment or providing such benefit, then, to the extent necessary to make such portion of the Total Payments deductible, the Total Payments shall be reduced in one of the two alternative orders set forth in Paragraph 9(e)(i)(3)(b) hereof.
Limitation on Amounts. (a) Notwithstanding the foregoing, in the event that any payment or benefit received, or to be received, by Employee (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or any other plan, arrangement or agreement with any person whose actions result in a Change in Control, or any person affiliated with the Company or such person) (all such payments and benefits being hereinafter called "Total Payments") would not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), by the Company, an
