LIMITATION ON DEFICIENCIES Sample Clauses

LIMITATION ON DEFICIENCIES. Notwithstanding any other provision of this Agreement (a) no party shall have any obligation to indemnify the other party from and against any Deficiencies resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty until such party has suffered 18 Deficiencies by reason of all such breaches (or alleged breaches) in excess of a $5,000.00 aggregate deductible (at which point such party will be obligated to indemnify the other party from and against all further Deficiencies) and (b) there will be a $250,000.00 aggregate ceiling on the obligation of a party to indemnify the other party from and against Deficiencies resulting from the breach of any warranties or representations by a party. The provisions of this Section shall not apply to the Closing pro rations made pursuant to Section 3.3.
Sample 1
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LIMITATION ON DEFICIENCIES. Notwithstanding any other provision of this Agreement, an Indemnifying Party shall not be required to pay any established Deficiency resulting from the breach of any warranty or representation until the aggregate of all established Deficiencies owed by that Indemnifying Party exceeds One Hundred Thousand Dollars ($100,000) and then the Indemnifying Party shall be required to pay established Deficiencies in excess of One Hundred Thousand Dollars ($100,000) up to a limit of liability or any party's aggregate liability for Deficiencies resulting from the breach of any warranties or representations of Four Million Dollars ($4,000,000) ("Deficiency Cap"), except that the $100,000 basket and maximum shall not apply to a claim for any breach of the Company's and the Sellers' representations and warranties under Sections 2.1, 2.2, 2.8, 2.9, 2.18.3 and 2.20 or to any Deficiency under Sections 9.3.1.2 or 9.3.2.2 and the $100,000 basket shall not apply to any claims for the costs incurred by the Buyer or the Company to make the Company's Information Technology Year 2000 compliant.
Sample 1
LIMITATION ON DEFICIENCIES. Notwithstanding any other provision of this Agreement, an Indemnifying Party shall not be required to pay any established Deficiency resulting from the breach of any warranty or representation until the aggregate of all established Deficiencies owed by that Indemnifying Party exceeds Fifty Thousand Dollars ($50,000) and then the Indemnifying Party shall be required to pay established Deficiencies in excess of Fifty Thousand Dollars ($50,000) up to a limit of liability or any party's aggregate liability for Deficiencies resulting from the breach of any warranties or representations of One Million Dollars ($1,000,000), except that the $50,000 basket and maximum shall not apply to a claim for any breach of the Seller's and the Owner's representations and warranty under Section 2.9 and the $50,000 basket shall not apply to any claims for the costs incurred by the Buyer to make Seller's Information Technology Year 2000 compliant.
Sample 1
LIMITATION ON DEFICIENCIES. Notwithstanding any other provision of this Agreement: (a) an Indemnifying Party shall have no obligation to indemnify any Indemnitees from and against any Deficiencies described in Sections 10.3(a)(i) or 10.3(b)(i) (other than Superior Claims) until such Indemnitees have suffered Deficiencies by reason of all such breaches (or alleged breaches) in excess of a $300,000.00 aggregate deductible (the “Deductible”) (in which case such Indemnifying Party will only be obligated to indemnify such Indemnitees from and against Deficiencies in excess of the Deductible); and (b) the Indemnitees shall not be indemnified pursuant to this Article 10 with respect to any Deficiency described in Sections 10.3(a)(i), 10.3(a)(ii), 10.3(b)(i) and 10.3(b)(ii) (other than Superior Claim) if the aggregate of all Deficiencies for which such Indemnitee has received indemnification pursuant to this Article 10 has exceeded $3.25 million (the “Cap”). No Indemnified Party shall be entitled to indemnification for any Deficiencies, to the extent such Indemnified Party has received indemnification from insurance proceeds. The provisions of this Section shall not apply to the Closing pro rations made pursuant to Section 2.7. Following the Effective Time, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims and Deficiencies for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise related to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 10. No Indemnifying Party shall be liable for any punitive, consequential, incidental or special damages, unless such damages are actually awarded to a third party pursuant to a third party claim for which indemnification is available hereunder.
Sample 1
LIMITATION ON DEFICIENCIES. Notwithstanding any other provision of this Agreement, an Indemnifying Party shall not be required to pay any established Deficiency resulting from the breach of any warranty or representation until the aggregate of all established Deficiencies owed by that Indemnifying Party exceeds Fifty Thousand Dollars ($50,000) and then the Indemnifying Party shall be required to pay established Deficiencies in excess of Fifty Thousand Dollars ($50,000) up to a limit of liability or any party's aggregate liability for Deficiencies resulting from the breach of any warranties or representations of Five Million Five Hundred Fifty Thousand Dollars ($5,550,000) ("Deficiency Cap"), except that the $50,000 basket and maximum shall not apply to a claim for any breach of the Seller's and the Owners' representations and warranties under Section 2.9 and the $50,000 basket shall not apply to any claims for the costs incurred by the Buyer to make the Seller's Information Technology Year 2000 compliant. Notwithstanding any other provision of this Section 9.6 to the contrary, the Deficiency Cap shall be reduced to Three Million Seven Hundred Thousand Dollars ($3,700,000) for Deficiencies resulting from breach of warranties and representations asserted for the first time after August 1, 1999 and shall be further reduced to Two Million Dollars ($2,000,000) for Deficiencies resulting from any breach of representations and warranties asserted for the first time after the thirtieth day following the completion and delivery of the audit of the Buyer's financial statements for the period ending December 31, 1999 by a firm of certified public accountants appointed by the Buyer, provided, however, the reduction in the Deficiency Cap shall not apply to a Deficiency with respect to a Tax matter.
Sample 1

Related to LIMITATION ON DEFICIENCIES

  • Limitation on Interest Each Bank, each Agent, Borrower, each other Credit Party and any other parties to the Loan Papers intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Papers shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the Maximum Lawful Rate. None of Borrower, any other Credit Party, nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the Maximum Lawful Rate and the provisions of this Section 14.6 shall control over all other provisions of the Loan Papers which may be in conflict or apparent conflict herewith. Each Bank and Administrative Agent expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the Maximum Lawful Rate, or (c) any Bank or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of the Maximum Lawful Rate, then all such sums determined to constitute interest in excess of the Maximum Lawful Rate shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at any Bank’s or such holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the Maximum Lawful Rate, Administrative Agent, Banks, Borrower and the other Credit Parties (and any other payors or payees thereof) shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instrument evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the Maximum Lawful Rate in order to lawfully charge the Maximum Lawful Rate.

  • Limitation on Claims Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

  • Limitation on Asset Sales The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • Limitation on Losses Notwithstanding anything else contained in this Agreement, Losses allocated to any Member pursuant to Section 9.1 of this Agreement shall not exceed the maximum amount of Losses that may be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year for which the allocation is made.

  • Limitation on Use Tenant shall use the Premises solely for the Permitted Use specified in Section N of the Summary. There shall not be any change in use without the prior written consent of Landlord which will not be unreasonably withheld. Tenant shall not do anything in or about the Premises which will (i) cause structural injury to the Building, or (ii) cause damage to any part of the Building except to the extent reasonably necessary for the installation of Tenant’s Trade Fixtures and Tenant’s Alterations, and then only in a manner which has been first approved by Landlord in writing. Tenant shall not operate any equipment within the Premises which will (i) materially damage the Building or the Common Area, (ii) overload existing electrical systems or other mechanical equipment servicing the Building, (iii) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Building, or (iv) damage, overload or corrode the sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Building or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Any dust, fumes, or waste products generated by Tenant’s use of the Premises shall be contained and disposed so that they do not (i) create an unreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in the violation of any Law. Except as approved by Landlord, Tenant shall not change the exterior of the Building or install any equipment or antennas on or make any penetrations of the exterior or roof of the Building. Tenant shall not commit any waste in or about the Premises, and Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any nuisances. If Landlord designates a standard window covering for use throughout the Building, Tenant shall use this standard window covering to cover all windows in the Premises. Tenant shall not conduct on any portion of the Premises or the Project any sale of any kind, including any public or private auction, fire sale, going-out-of-business sale, distress sale or other liquidation sale.

  • 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 Debt Create, incur, assume or suffer to exist any Debt, except:

  • Limitation on Obligations (a) The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Subsidiary Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by any Subsidiary Guarantor, the Administrative Agent or any other Credit Party, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Subsidiary Guarantor’s “Maximum Liability”). This Section 9(a) with respect to the Maximum Liability of the Subsidiary Guarantors is intended solely to preserve the rights of the Administrative Agent and the Lenders hereunder to the maximum extent not subject to avoidance under applicable law, and neither a Subsidiary Guarantor nor any other Person shall have any right or claim under this Section 9(a) with respect to the Maximum Liability, except to the extent necessary so that the obligations of each Subsidiary Guarantor hereunder shall not be rendered voidable under applicable law.

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii))

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