Limitations in Amount Clause Samples

Limitations in Amount. 13.2.2.1 A Buyer shall not be entitled to compensation for a Loss due to a breach of Seller’s Warranties (other than breaches of the Fundamental Warranties, the Tax Warranties and the warranty in Clause 10.4.7) unless the amount of such Loss (or series or pattern or related Losses) equals or exceeds USD 50,000 and the aggregate of such Losses equals or exceeds and amount of USD 800,000 provided that Buyers shall be entitled to be indemnified for the amount of the Loss exceeding USD 400,000 if and when the Loss equals or exceeds USD 800,000. 13.2.2.2 A Buyer shall not be entitled to compensation for a Loss due to a breach of the Tax Warranties or the specific indemnities in Clause 14.1.1(b) in relation to paragraph 1 of Schedule 14.1.1(b) only and Clause 14.2 unless the amount of such Loss (or series or pattern or related Losses) equals or exceeds USD 50,000 and the aggregate of such Losses equals or exceeds and amount of USD 800,000 provided that Buyers shall be entitled to be indemnified for the amount of the Loss exceeding USD 400,000 if and when the Loss equals or exceeds USD 800,000.
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Limitations in Amount. 9.6.1 The Buyer shall not be entitled to compensation for a Loss arising as a result of breach of Warranty unless: (a) the amount of the aggregate Loss arising from the same set of facts exceeds SEK 1,000,000; and (b) the aggregate amount of such recoverable Losses in total equals or exceeds an amount of SEK 10,000,000, in which case the entire amount shall be recoverable, provided that these limitations shall not apply to the Warranties set forth in Clauses 6.1 (Authority), 6.2 (Ownership of the Shares and the Subsidiary Shares), 6.3 (Corporate), 6.5(h) (Absence of Certain Events) and 6.6 (Taxes). 9.6.2 The Seller’s total liability under this Agreement for breach of Warranty shall in no circumstance exceed 10 percent of the Purchase Price actually paid by the Buyer to the Seller, provided that this limitation in amount shall not apply to the Warranties set forth in (i) Clauses 6.1 (Authority), 6.2 (Ownership of the Shares and the Subsidiary Shares), 6.3 (Corporate) and 6.5 (h) (Absence of Certain Events), in respect of which the Seller’s total liability shall not exceed the Purchase Price actually paid by the Buyer to the Seller, and (ii) Clause 6.6 (Taxes) in respect of which the Seller’s total liability shall not exceed 30 percent of the Purchase Price actually paid by the Buyer to the Seller. The Seller’s total 26(33) liability under this Agreement shall under no circumstances exceed the Purchase Price actually paid by the Buyer to the Seller.
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Limitations in Amount. 15.2.1 Except in relation to the Specific Warranty and the Sellers’ Warranties in Sections 9.1—9.3, and 9.6, which shall not be subject to any limitations in amount as stated below in this Section 15.2.1, the Buyer shall be entitled to indemnification for the breach by the Sellers of the Sellers’ Warranties (i) in respect of individual Claims (or multiple or series of claims pertaining, or arising out of identical, similar or related facts and circumstances) if the Loss is greater than USD 5,000 (a “Qualifying Claim”) and (ii) if the aggregate amount of the Loss under such Qualifying Claim or Claims exceed an amount corresponding to USD 50,000, in which case the Buyer shall be compensated with the full amount of such Losses, i.e. from the first USD of the Loss. 15.2.2 Each Seller’s total liability under this Agreement shall not exceed an amount corresponding such Seller’s portion of the Aggregated Consideration. This limitation shall however not apply to any liquidated damages payable by a Seller under Sections 12.2 or 12.3.
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Limitations in Amount. (a) The Buyer shall not be entitled to compensation for a Loss pursuant to Section 10, unless the amount of such Loss (or series of related Losses) exceeds SEK 100,000 and the aggregate amount of such Losses exceeds SEK 1,447,920; provided that, in each case, if such amount(s) equal(s) or exceed(s) such threshold(s), each Seller shall be liable for the whole of such amount(s) and not merely the excess. (b) The aggregate liability of each Seller under this Agreement due to a breach of the Sellers’ Warranties (except for the Fundamental Warranties) shall not exceed an amount, denominated in SEK, equal to thirty (30) percent of the Purchase Price actually received by such Seller. For the avoidance of doubt, the aggregate liability of each Seller under this Agreement (other than for pursuant to Section 11) shall not exceed an amount, denominated in SEK, equal to the Purchase Price actually received by each such Seller in accordance with Section 3.2.
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Limitations in Amount. The Buyer will have no liability for indemnification of Sellers’ Damages with respect to matters described in Sections 7.4(a)(i) and
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Limitations in Amount. 9.6.1. The Buyer shall not be entitled to compensation for a Loss in respect of a breach of a Warranty (except for a Fundamental Warranty) unless: (a) the amount of the Loss (or series of related Losses) which is otherwise compensable under this Agreement exceeds USD 50,000 (each such individual Loss (or series of related Losses), a “Qualifying Loss”); and (b) the aggregate amount of such Qualifying Losses exceeds an amount of USD 325,000, in which case only the excess over USD 200,000 shall be compensable. 9.6.2. The total liability of the Seller in respect of all breaches of the Warranties (other than the Fundamental Warranties) shall not exceed an amount equal to USD 10,000,000. 9.6.3. The total liability of the Seller under this Agreement shall not exceed an amount corresponding to Cash Amount plus, if the Loss exceeds the Cash Amount, any cash actually received by the Seller (net of any taxes and transaction costs) when Buyer Shares corresponding to the Consideration Shares are sold. The Seller has an obligation to initiate a sale of such Buyer Shares as soon as reasonably possible if it is clear and undisputed that a Loss would exceed the Cash Amount and the Seller has the right to carry out the sale in an orderly manner taking reasonable liquidity constraints into account. Notwithstanding anything to the foregoing (i) the total liability of the Seller under this Agreement shall never exceed USD 42,988,000, and (ii) the Seller shall always have a right to compensate a Loss without selling any Buyer Shares.
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Limitations in Amount. The Purchaser may assert claims based on Section 7.1 only if the individual claim exceeds an amount of DM [*] and the aggregate amount of all claims exceeds DM [*] it being understood that if any such amount is exceeded, the Purchaser may only recover the excess amount. The aforementioned amount of DM [*] shall be reduced by the amount, if any, by which the Net Equity in the Interim Financial Statements (Article 3) is below DM [*]. The Seller's aggregate liability under Section 7.1 shall be limited to an amount of DM [*]. [* Document contains certain confidential information which has been omitted and has been filed separately with the Securities and Exchange Commission.]
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Limitations in Amount. The Buyer will have no liability for indemnification of Sellers' Damages with respect to matters described in Sections 7.4(a)(i) and (ii) until the total of all Sellers' Damages exceeds US$20,000, in which event the Buyer shall be responsible for any and all Sellers' Damages without regard to such limitation; provided, that the aggregate liability of the Buyer for indemnification with respect to matters described in Sections 7.4(a)(i) and (ii) shall not exceed the difference between (i) either (A) US$500,000 (the "Buyer's First Indemnification Cap") plus twenty-five percent (25%) of the US Dollar value of the First Earn-Out Payment earned by and deliverable to Sellers (the "Buyer's Second Indemnification Cap") if the claim is made prior to the 2005 Audit Date, or (B) the amount of the Buyer's Second Indemnification Cap if the claim is made after the 2005 Audit Date, and (ii) the amounts previously paid to Sellers by Buyer pursuant to this Section 7.4.
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Limitations in Amount. (a) Absent fraud and willful breach, the Indemnified Party shall not be entitled to indemnification under Section 8.2.1 unless, with respect to the claims of the Indemnified Party, (i) the amount of the relevant single claim thereunder exceeds RMB 1,000,000 (each a “Qualifying Claim”), and (ii) the aggregate amount of all Qualifying Claims thereunder exceeds RMB 45,000,000 (the “Basket Amount”), in which case the Indemnified Party shall be entitled to the full amount of such claim(s) for the entire amount of such Losses, and not merely the portion of such Losses exceeding the Basket Amount, subject to the Seller Cap and Company Cap defined below; (b) Absent fraud and willful breach, the total liability of each Seller in respect of all Loss(es) under Section 8.2.1 shall not exceed 10% of such Indemnifying Party’s Purchase Price that has been received by the Indemnifying Party (the “Seller Cap”); and (c) Absent fraud and wilful breach, the total liability of the Company in respect of all Loss(es) under Section 8.2.1 shall not exceed 10% of the total Purchase Price payable by the Buyer (“Company Cap”).
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Related to Limitations in Amount

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii)) (i) No maximum limitation other than as provided in the Plan. [X] (ii) May not exceed 15% of Compensation for the Plan Year, -- subject to the annual additions limitation described in Part 2 of Article III and the 402(g) limitation described in Section 14.07 of the Plan. [X] (iii) Based on percentages of Compensation must equal at least 1%. --

  • Limitation on Asset Sales (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: (i) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; (ii) the consideration received by the Company or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; (iii) at least 75% of the consideration received consists of cash, Temporary Cash Investments or Replacement Assets; provided that, in the case of an Asset Sale in which the Company or such Restricted Subsidiary receives Replacement Assets involving aggregate consideration in excess of US$35.0 million (or the Dollar Equivalent thereof), the Company shall deliver to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Company or such Restricted Subsidiary from further liability; and (B) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are promptly, but in any event within 30 days of closing, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (b) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to: (i) permanently repay Senior Indebtedness of the Company or any Restricted Subsidiary (and, if such Senior Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) in each case owing to a Person other than the Company or a Restricted Subsidiary; or (ii) acquire properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties or assets that will be used in the Permitted Business (including any shares of Capital Stock in a Person holding such properties or assets that is primarily engaged in a Permitted Business) (“Replacement Assets”). (c) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clauses (i) and (ii) of Section 4.14(b) will constitute “Excess Proceeds”. Excess Proceeds of less than US$10.0 million (or the Dollar Equivalent thereof) will be carried forward and accumulated. When accumulated Excess Proceeds equals to or exceeds US$10.0 million (or the Dollar Equivalent thereof), within 10 days thereof, the Company must make an Offer to Purchase Notes having a principal amount equal to: (i) accumulated Excess Proceeds, multiplied by; (ii) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1. The offer price in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. (d) If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and any other pari passu Indebtedness tendered into (or required to be prepaid or redeemed in connection with) such Offer to Purchase exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and any other pari passu Indebtedness tendered (or required to be prepaid or redeemed). Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.

  • Limitations on Amount (a) ▇▇. ▇▇▇▇▇▇ and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of ▇▇. ▇▇▇▇▇▇ and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of ▇▇. ▇▇▇▇▇▇ or Seller. (b) Buyer shall not have any liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.04 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Buyer under Article IX shall not exceed $1,500,000, provided, however that this limit will not apply to the representations and warranties in Section 4.02 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Buyer. (c) No indemnitor will have any liability (for indemnification or otherwise) for any Damages (i) for punitive, exemplary or special damages of any nature, (ii) for indirect or consequential damages, including damages for lost profit, lost business opportunity or damage to business reputation, or (iii) that, at the time written notice thereof is delivered to any indemnitor, are contingent, speculative or unquantified. (d) [Reserved] (e) [Reserved] (f) The amount of Damages for which the Buyer Indemnified Persons or Codina Indemnified Persons may be entitled to seek indemnification under this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party received or receivable by any Buyer Indemnified Person or Codina Indemnified Person, as applicable, with respect to such Damages and the amount of any deduction, credit or other Tax benefit that any Buyer Indemnified Person or Codina Indemnified Person is entitled to with respect to such Damages (taking into account the time at which such benefit is expected to be actually realized). If a Buyer Indemnified Person or Codina Indemnified Person, after having received any indemnification payment pursuant to this Agreement with respect to any Damages, subsequently receives any insurance proceeds or other payment or recognizes any deduction, credit or other Tax benefit with respect to such Damages, Buyer or ▇▇. ▇▇▇▇▇▇ and Seller, as the case may be, will promptly refund and pay to the Buyer Indemnified Persons or Codina Indemnified Persons, as the case may be, an amount equal to such insurance proceeds, payment or benefit. (g) Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to mitigate any Damages with respect to which it may be entitled to seek indemnification pursuant to this Agreement. Buyer will, and will use commercially reasonable efforts to cause each of the other Buyer Indemnified Persons to, use commercially reasonable efforts to obtain all insurance proceeds or other payments from third parties, and all Tax refunds or other Tax benefits, that may be available with respect to any Damages with respect to which it may be entitled to indemnification under this Agreement. (h) If any indemnitor is indemnified for any Damages pursuant to this Agreement with respect to any claim by a third party, the indemnitor shall consider in good faith a request for subrogation on the part of the indemnitee.

  • Limitation on Sales Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

  • Limitations in Tariffs A Party may, in its sole discretion, provide in its tariffs and contracts with its End Users and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the End User or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii)