Limitation on Contribution. The maximum aggregate amount that the Company shall be required to contribute pursuant to SECTIONS 2 AND 3 shall be $8,000,000.
Limitation on Contribution. The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contributions pursuant to Section 8(e) 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 which does not take account of the equitable considerations referred to above in Section 8(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in Section 8(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of subsection (e), (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by such Underwriter, (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation, and (iii) no Selling Shareholder shall be required to contribute any amount in excess of the proceeds received by such Selling Shareholder from the Underwriters in the Offering. The Underwriters' obligations in Section 8(e) to contribute are several in proportion to their respective underwriting obligations and not joint.
Limitation on Contribution. Notwithstanding the -------------------------- provisions of Section 3.04, the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter in respect of the Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
Limitation on Contribution. U.S. Borrower shall not, directly or indirectly, contribute the Intercompany Loans or the related Intercompany Collateral and Intercompany Security Documents to Subsidiary Borrower (the "Contribution") or to any other Company, and shall not fail to be the legal and beneficial owner of any thereof, (a) at any time prior to the date on which (i) each requirement of Section 7.22 is completed (except that the requirements with respect to the Foreign Mortgaged Property described in Subsection 7.22(a) need only be met with respect to the property set forth on Schedule 1.1(a)(ii) constituting 80% of the book value of property set forth on Schedule 1.1(a)(ii)) (ii) the Organization Documents of Subsidiary Borrower shall have been amended as set forth on Exhibit M, and (iii) U.S. Borrower has provided an Officers' Certificate to the Agents certifying as to the items set forth in this subsections 8.26(a)(i) and (ii) and (b), and (b) unless and until all such Intercompany Loan Documents are contemporaneously collaterally assigned by Subsidiary Borrower pursuant to documentation reasonably satisfactory to the Agents to the Paying Agent as security for Subsidiary Borrower's Obligations. Upon the consummation of the Contribution effected in accordance with this Section 8.26, the Agents shall release all Liens on the Intercompany Loan Documents and shall execute and deliver all documents and instruments (at the sole expense of U.S. Borrower) to evidence the same.
Limitation on Contribution. (a) Notwithstanding anything to the contrary in this Agreement, each Fund may contribute to Holdco a Contributed Asset only if such contribution (i) would not constitute a violation of law and (ii) would not constitute a breach or other contravention of any credit agreements, promissory notes, guarantees, security documents, assignments, participations and other instruments and agreements related to such Contributed Asset or in any way adversely affect the rights of such Fund or Holdco with respect to such Contributed Asset.
Limitation on Contribution. (i) Notwithstanding anything in this Agreement to the contrary: (i) the Fund and Supremex acknowledge and agree that they do not have any right of indemnification, contribution or reimbursement from or remedy against Cenveo or Cenveo US as a result of any indemnification they are required to make under or arising out of the breach or inaccuracy by the Fund or Supremex of any representation, warranty, covenant or other obligation under this Agreement, and (ii) the Fund and Supremex hereby release, waive and forever discharge any right to indemnification, contribution or reimbursement that they may have at any time against Cenveo or Cenveo US under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation under this Agreement. The Fund and Supremex acknowledge and agree that they will be fully responsible for their own indemnification obligations hereunder.
Limitation on Contribution. 40 ARTICLE 8 - GENERAL PROVISIONS...............................................................................41 8.1 EXPENSES............................................................................................41 8.2 NOTICES.............................................................................................41 8.3 INTERPRETATION......................................................................................43 8.4 SCHEDULES...........................................................................................43 8.5 COUNTERPARTS........................................................................................44 8.6 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; LIABILITY...........................................44 8.7 GOVERNING LAW.......................................................................................44 8.8 SEVERABILITY........................................................................................44 8.9 ASSIGNMENT..........................................................................................44 8.10 ENFORCEMENT.........................................................................................45 ii EXHIBITS EXHIBIT A - ARTICLES OF INCORPORATION OF SURVIVING CORPORATION EXHIBIT B - SAMPLE CALCULATION OF MERGER CONSIDERATION PER SHARE EXHIBIT C - FORM OF ESCROW AGREEMENT EXHIBIT D - [INTENTIONALLY OMITTED] EXHIBIT E - REQUIRED THIRD PARTY CONSENTS EXHIBIT F - FORM OF PUT/CALL AGREEMENT EXHIBIT G - FORM OF OPINION OF COUNSEL EXHIBIT H - FORM OF GENERAL RELEASE EXHIBIT I - FORM OF NON-FOREIGN PERSON AFFIDAVIT EXHIBIT J - FORM OF COLLATERAL ASSIGNMENT OF UNDERTAKINGS CROSS REFERENCES
Limitation on Contribution. If, following the Closing, any claim is made by any Selling Party, or otherwise becomes due from any Selling Party, pursuant to Article 7 in respect of any Losses (a "LOSS PAYMENT"), such Selling Party shall have no rights against the Company, or any director, officer or employee thereof (in their capacity as such), whether by reason of contribution, indemnification, subrogation or otherwise, in respect of any such Loss Payment, and shall not take any action against the Company or any such person with respect thereto.
Limitation on Contribution. To the extent any assignment, transfer, conveyance or delivery of a Contributed Asset or the assumption of an Assumed Liability shall violate or cause an event of default under any agreement between EWOP or ERP on one hand, and any other person on the other hand, such asset shall not be contributed or such liability shall not be assumed pursuant to the terms of this Agreement and the parties shall cooperate to effect the contributions promptly following the Effective Time hereof as practicable. Nothing herein shall be deemed to require the contribution of any asset or the assumption of any liability which by its term or operation cannot be assigned, transferred, conveyed or delivered, provided the parties shall use their reasonable efforts to seek or obtain any such approvals as soon as practicable after the date hereof. In the event any contribution of an asset has not been consummated on the date hereof, EWOP shall continue in existence and hold such asset in trust for the use and benefit of ERP and shall take any other action as reasonably requested by ERP, as applicable, in order to place ERP, as applicable, as reasonably possible, in the same position that would have existed had such Contributed Asset been contributed immediately following the Effective Time as contemplated by this Agreement. If any assumption of a liability has not been consummated on the date hereof, then ERP which was to assume such liability shall reimburse the Contributor for all amounts paid by the Contributor with respect to such liability until such liability has been assigned to ERP, as the case may be. As and when any such Contributed Asset or Assumed Liability is able to be assigned, transferred, conveyed or delivered, as the case may be, such contribution and assumption shall be effective forthwith. The parties agree that, as of the Closing, ERP shall be deemed to have acquired complete and sole beneficial ownership of all Contributed Assets to be contributed to it hereunder, together with all rights, powers and privileges incident thereto and all duties and obligations and responsibilities incident thereto including, without limitation, the liabilities assumed by ERP hereunder. The failure to contribute any Contributed Asset hereunder shall not reduce the consideration to be received by EWOP.
Limitation on Contribution. The Company, the Selling Shareholders and the Purchaser agree that it would not be just and equitable if contributions pursuant to Section
