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:
(i) The amounts otherwise payable to or for the benefit of the Officer pursuant to this Agreement (or otherwise) that, but for this Paragraph 4(h) would be "parachute payments," (referred to below as the "Total Payments") shall be reduced to an amount equal to three times the "base amount" (as defined under Section 280G) less $1,000 in a manner that maximizes the net after-tax amount payable to the Officer, as reasonably determined by the Consultant (as defined below).
(ii) All determinations under this Paragraph 4(h) shall be made by a nationally recognized accounting, executive compensation or law firm appointed by the Company (the "Consultant") that is acceptable to the Officer on the basis of "substantial authority" (within the meaning of Section 6662 of the Code). The Consultant's fee shall be paid by the Company. The Consultant shall provide a report to the Officer that may be used by the Officer to file the Officer's federal tax returns.
(iii) It is possible that payments will be made by the Company which should not have been made (each, an "Overpayment") due to the uncertain application of Section 280G of the Code at the time of a determination hereunder. In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be repaid by the Officer to the Company together with interest at the prime rate of interest in effect on the date of such Overpayment; provided, however, that no amount shall be payable by the Officer to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. By accepting severance benefits under this Paragraph 4, the Officer waives the Officer's right, if any, to have any payment made under this Paragraph 4 taken into account to increase the benefits otherwise payable to, or on behalf of, the Officer under any employee benefit...
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 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. 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. (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
(b) If the Total Payments all become payable at approximately the same time, (i) the benefits under the first sentence of Paragraph 9(d)(iii)(2) shall first be reduced (if necessary, to zero), (ii) the payment pursuant to Paragraph 9(e)(iii), if applicable, shall then be reduced (if necessary, to zero), (iii) acceleration of vesting of awards under stock options, the 1990 Stock Option Plan, or any similar stock plans or agreements of the Company under Paragraph 9(d)(iii)(2) shall next be reduced (if necessary, to zero), and (iv) other portions of the Total Payments shall be reduced as necessary. If the Total Payments do not become due and payable at the same time, the respective Total Payments shall be paid in full in the order in which they become payable until any portion thereof would not be deductible, and such portion (and any subsequent portions) of the Total Payments shall be reduced to zero.
(c) For purposes of this limitation, (i) no portion of the Total Payments, the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of termination shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the
(d) If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of Employee and the Company in applying the terms of this Paragraph 9(e)(i)(3), the
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.
