Limitations and Requirements. (a) Schafir shall have no obligation to indemnify Parent or any other person against Damages pursuant to Section 10.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Parent and such persons exceeds $30,000 (the "Deductible") (The Deductible represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Parent, Schafir and other parties dated the same date hereof); in which event Parent and such persons shall be entitled to indemnification for all Damages suffered or incurred in excess of the Deductible.
(b) Except as expressly provided herein, Schafir shall have no rights, hereunder or otherwise, to indemnification or contribution from Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement or any Company Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any Company Transaction Document, and Schafir hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not be deemed to release or waive:
(i) any claim for indemnification, whether already arisen or yet to arrive, to which Schafir otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or
(ii) any claim arising under the Employment Agreement, or any other agreement, arrangement or relationship existing by and between Schafir and Company after the date of this Agreement.
(c) The indemnification provided in this Section 10 shall constitute the sole remedy of the parties for any breach of this Agreement, however, the indemnification obligations of the parties contained herein are not intended to waive or preclude any claims, rights or remedies based other than in contract which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications.
(d) The maximum amount of the aggregate indemnification obligations of Schafir hereunder shall be $3,000,000.00. The maximum amount represents the total combined amount as a result of this Agreement and the two (2) other Agreements and Plans of Merger by and among Pa...
Limitations and Requirements. (a) Seller and Stockholders shall have no obligation to indemnify the Buyer Indemnitees against Damages pursuant to this Agreement unless and until the aggregate of all such Damages exceeds $50,000 (the “Indemnification Basket”), in which event the Buyer Indemnitees shall be entitled to indemnification for any Damages in excess of the Indemnification Basket; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon any inaccuracy or breach of any representation or warranty made in or pursuant to Sections 3.2, 3.12, 3.17, 3.19, 3.20, 3.24, 3.27, 4.1 and 4.3 (the “Seller Fundamental Representations”) or Sections 7.1(c), (d) or (g) (except with respect to any Retained Liabilities under Section 2.5(i)) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders shall be obligated to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1 (excluding Damages in respect of any inaccuracy in or breach of any Seller Fundamental Representation or Sections 7.1(c), (d) or (g) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $5,000,000.
(b) Buyer and Parent shall have no obligation to indemnify Seller or Stockholders against Damages pursuant to this Agreement unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, in which event the Seller Indemnitees shall be entitled to indemnification for any Damages in excess of the Indemnification Basket; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon any inaccuracy or breach of any representation or warranty made in or pursuant to Sections 5.1 or 5.5 (the “Buyer Fundamental Representations”) or Sections 7.2(c) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Buyer and Parent. The maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages pursuant to Section 7.2 (excluding Damages in respect of any inaccuracy in or breach of any Buyer Fundamental Representation or Sections 7.2(c) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Buyer or...
Limitations and Requirements. 1. The applicable refund will be granted only if the Customer complies with the provisions set forth in this Contract.
2. Refund requests must be made prior to the expiration date of the ticket.
Limitations and Requirements. 66 14.7 Calculation and Mitigation of Damages......................68
Limitations and Requirements. The Park shall be used only for the purposes set forth on Exhibit “A”. Such use shall be subject to the limitation on the maximum number of users set forth in Exhibit “A” and to the Terms and Conditions set forth in Exhibit “B”.
Limitations and Requirements. 3.6.4.1 All professional growth candidates must, except for pass-fail courses,
Limitations and Requirements. 3.6.5.1 All professional growth candidates must, except for pass-fail courses, obtain a passing grade of "C" or better to receive full credit for the course.
3.6.5.2 Points must have been earned after the employment date with the District.
3.6.5.3 Courses cannot be duplicated for the purpose of earning additional increments.
3.6.5.4 No more than two professional growth increments of $225 may be granted to a unit member in a single fiscal year.
3.6.5.5 Effective dates for the adjustment or compensation for those completing the required points during any current school year would begin the following July 1.
3.6.5.6 All work must be verified by official transcript or by other acceptable verification and must be filed in the Human Resources Office by June 30 of each year.
3.6.5.7 In order for a unit member to be eligible to receive a professional growth increment, he/she must have qualified and be in paid status with the District at the time the award is made.
Limitations and Requirements. Seller shall have no obligation to indemnify Buyer or any other person against Damages pursuant to Section 7.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Buyer and such persons exceeds $20,000; in which event Buyer and such persons shall be entitled to indemnification for all Damages in excess of such amount. Except as may otherwise expressly be provided in this Agreement, no claim arising out of or based upon any inaccuracy in or breach of any representation or warranty contained in this Agreement or any Transaction Document shall be made unless facts exist giving rise to a claim, and written notice pursuant to Section 7.3 is delivered to the Indemnifying Party, within the applicable statute of limitations period. The indemnification obligations of Seller contained herein are intended to be exclusive and preclude all other claims, rights or remedies against Seller which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by such indemnification obligations.
Limitations and Requirements. (a) In the absence of fraud or intentional misrepresentation, Seller Parties shall have no obligation to indemnify the Purchaser Indemnitees against Damages pursuant to Section 6.1(a) unless and until the aggregate of all such Damages exceeds the Indemnification Basket Amount, in which event the Purchaser Indemnities shall be entitled to indemnification for Damages in excess of the Indemnification Basket Amount; provided, however, that the above limitation with respect to the Indemnification Basket Amount shall not be applicable to any claim for Damages based upon a breach of any representation or warranty made in or pursuant to Sections 3.1, 3.2, 3.3, 3.7(a), (d), (e) and (f), 3.11, 3.20, 3.23, 3.26 or 3.29.
(b) In the absence of fraud or intentional misrepresentation, Seller Parties shall not be obligated to indemnify the Purchaser Indemnitees against Damages pursuant to Section 6.1(a) in an aggregate amount that exceeds the Indemnification Cap Amount, provided, however, that the foregoing limitation with respect to the Indemnification Cap shall not be applicable to any claim for Damages based upon a breach of any representation or warranty made in or pursuant to Sections 3.1, 3.2, 3.3, 3.7(a), (d), (e) and (f), 3.11, 3.20, 3.23. 3.26 or 3.29.
(c) The representations, warranties and covenants and obligations of the Parties under this Agreement are intended to benefit the Parties and shall survive the Closing until the end of the Indemnification Period; provided, however, that:
(i) any claims for indemnification made during the Indemnification Period or the periods set forth below in Section 6.5(c)(ii), (iii), and (iv), as applicable, shall survive the Closing until final resolution thereof;
(ii) any claims for indemnification relating to the matters set forth in Sections 3.11, 3.20, 3.23, 3.26 or 3.29 or 4.4 or for fraud or intentional misrepresentation shall survive the Closing for a period ending sixty (60) days following the expiration of the applicable statute of limitations;
(iii) any claims for indemnification relating to the matters set forth in Sections 3.1, 3.2, 3.3, 3.7(a), (d), (e) and (f), 4.1, 4.2, 4.3 and 4.6 shall survive the Closing indefinitely; and
(iv) any claims for indemnification for breaches of any covenants and agreements of the Parties contained in this Agreement, including the indemnification covenants of the Parties under this Article 6, shall survive the Closing indefinitely, it being understood and agreed that the covenants a...
Limitations and Requirements. 1. It is the responsibility of the employee to apply to the Professional Growth Committee to present evidence of successful completion of courses with a “C” or better grade, or proof of workshop/conference attendance.
2. Any unit members who change their job classification may submit courses for credit as they relate to any areas of employment held during the past three (3) years.
3. Points must have been earned after July 1, 1964 or date starting with District, whichever is later.
4. Courses cannot be repeated unless special permission is granted from the Professional Growth Committee.
5. No more than one professional growth increment may be granted to a unit member in a single year.
6. Application for professional growth increments must be submitted by April 15 on forms provided by the Classified Personnel Services Office. Coursework/workshops must be completed by June 30 for payment in the subsequent fiscal year.
7. All work must be verified by official transcript or by other acceptable official verification and must be filed in the Classified Personnel Services Office by July 30.
8. For unit members to be eligible to receive the Professional Growth Increment, they must have qualified and be in a paid status with the District at the time payment is made.
9. The effective date of the new increment stipend shall be July 1, 1982, and shall not be retroactive to already completed increments.
10. The overall cost of Professional Growth increments shall not exceed Twenty- Thousand Dollars ($20,000) per year. Supervision of the Professional Growth Program will be provided by the Office of Classified Personnel Services.
