Limitations on Amount -- Shareholder Sample Clauses

Limitations on Amount -- Shareholder. The Shareholders are individually, and not jointly or severally, liable for damages with respect to breaches of representations, warranties or covenants. The breach of a particular representation, warranty or covenant by one of the Shareholders will not necessarily be a breach by the other unless the other Shareholder has independently breached such representation, warranty or covenant. A Shareholder will not have liability (for indemnification or otherwise) with respect to the matters described in Section 10.2 until the total of all Damages attributed to a such Shareholder=s breach with respect to such matters exceeds $20,000, and then only for the amount by which such Damages exceed $20,000; provided, however, subject to Section 10.4.1, the maximum amount a Shareholder shall be required to pay hereunder for any and all breaches of representations and warranties under this Agreement is One Hundred Fifty Thousand Dollars ($150,000.00).
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Limitations on Amount -- Shareholder. (a) Shareholder will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2 and 10.3 until the total of all Damages with respect to such matters and the matters described in Section 10.2 and 10.3 of the Agreement and Plan of Merger, of even date herewith, among Parent, Packaged Ice STPI, Inc., STPI and the shareholders of STPI (the "STPI Agreement") exceeds $75,000 in the aggregate, and then only for the amount by which such Damages exceed $75,000 (the "Basket"); provided, however, the Basket shall not apply to any claim for indemnification arising out of a Breach of any representations, warranties or covenants contained in Sections 3.3, 3.6, 3.11, 5.10, 5.11 or 5.12 or any provisions herein to the extent of their relation to any of the Excluded Assets, including, without limitation, Shareholder's or STED's, as the case may be, obligation to assume all liabilities related to the Excluded Assets. The Shareholder's maximum liability with respect to the matters described in Section 10.2 and Section 10.2 of the STPI Agreement will be limited to $2,000,000 in the aggregate (the "Cap"); provided, however, this Cap will not apply to a claim for indemnification arising out of a Breach of any of the Company's representations, warranties or covenants contained in Sections 3.1(c), 3.3, 3.6, 3.11, 3.19, 5.10, 5.11 or 5.12, the indemnification obligation of Section 10.2(e), or any provisions herein to the extent of their relation to any of the Excluded Assets, including, without limitation, Shareholder's or STED's, as the case may be, obligation to assume all liabilities related to the Excluded Assets. Notwithstanding the foregoing, the maximum liability with respect to matters described in Sections 10.2 and 10.3, in this Agreement and the STPI Agreement shall be equal to the sum of the Acquisition Price of this Agreement and the Acquisition Price of the STPI Agreement. In addition, this Section 10.6 will not apply to any claim for indemnification based upon the fraud of the Shareholder. (b) In case any event shall occur which would otherwise entitle any party to assert a claim for indemnification hereunder, no claim, loss, liability, cost or expense shall be deemed to have been sustained by such party to the extent of any proceeds received by such party from any insurance policies with respect thereto.
Sample 1
Limitations on Amount -- Shareholder. The Shareholder will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 10.1 or 10.3 until the total of all Damages with respect to such matters exceeds the greater of (a) $50,000 or (b) the Receivables/Payable Adjustment, and then only for the amount by which such Damages exceeds such amount. Notwithstanding the foregoing, the liability of the Shareholder under Sections 10.1 or 10.3 shall not exceed one-quarter (1/4) of the Purchase Price.
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Limitations on Amount -- Shareholder. (a) Shareholder shall have no liability (for indemnification or otherwise) with respect to claims under Sections 11.2(a) until the total of all Damages with respect to such matters exceeds One Hundred Seventy Five Thousand Dollars ($175,000) and then only for the amount by which such Damages exceed One Hundred Seventy Five Thousand Dollars ($175,000). However, this Section 11.4(a) will not apply to claims arising from (i) Shareholder’s fraud or intentional misrepresentation, or (ii) claims arising under Sections 3.1 (Organization and Good Standing), 3.2 (Enforceability; Authority; No Conflict), 3.3 (Capitalization) and 3.24 (Affiliate Transactions) (the sections referred to in this Section 11.4(a)(ii), the “Fundamental Representations”).
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Related to Limitations on Amount -- Shareholder

  • LIMITATIONS ON AMOUNT--BUYER Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

  • Limitations on Amount Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.

  • Limitations 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 Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

  • Limitations on Voting Rights (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • Certain Securities Owned by Company Disregarded In determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent or waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

  • Conversion of Multiple Notes by a Single Holder If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Debenture as required pursuant to the terms hereof.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

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