LIMITATIONS ON AMOUNT - SHAREHOLDERS Sample Clauses

LIMITATIONS ON AMOUNT - SHAREHOLDERS. A Shareholder will not have liability (for indemnification or otherwise) with respect to the matters described in Sections 8.2(a)(i), 8.2(a)(ii), 8.2(a)(iii), 8.2(a)(iv), 8.2(a)(v) or 8.2(a)(vii) until such Shareholder's Attributable Damages exceeds such Shareholder's Basket Amount and then shall have liability only to the extent such Shareholder's Attributable Damages exceeds such Shareholder's Basket Amount. A Shareholder's aggregate liability (for indemnification or otherwise) with respect to the matters described in Section 8.2(a) shall not exceed such Shareholder's Cap Amount. Notwithstanding the foregoing, (A) neither such Shareholder's Cap Amount nor such Shareholder's Basket Amount shall apply to Damages with respect to (x) the matters described in Section 8.2(b) or (y) any Breach of any of Cinemex's representations and warranties involving fraud on the part of such Shareholder and (B) no Shareholder's Basket Amount shall apply to Damages with respect to the matters described in Section 8.2(a)(vi).
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2 or 10.3 until the total of all Damages with respect to such matters exceeds 2% of the Purchase Price (as adjusted by the Adjustment Amount), and then only for the amount by which such Damages exceed said 2%, but not to exceed, for each Shareholder, the amount of consideration received by such Shareholder, less a proportionate share of the 2% threshold.. However, this Section 10.6 will not apply to any Breach of any of Shareholders' representations and warranties of which any Shareholder had actual knowledge at the time such representation and warranty is made or any intentional Breach by any Shareholder of any covenant or obligation, and Shareholders will be individually and not jointly and severally liable for all Damages with respect to such Breaches.
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. (a) Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.2 and Section 10.3 until the total of all Damages with respect to such matters 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, 3.19, 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, Shareholders' obligation to assume all liabilities related to the Excluded Assets (except liens in connection with the Company's bank financing). The Shareholders' maximum liability with respect to the matters described in Section 10.2 will be limited to $3,000,000 (the "Cap"). Notwithstanding the foregoing, the maximum liability of each of the Shareholders -- with respect to any any claim (for indemnification or otherwise) 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 obligations of subparagraph 10.2(d) or 10.3, or any provisions herein to the extent of their relation to any of the Excluded Assets, including, without limitation, Shareholders' obligation to assume all liabilities related to the Excluded Assets (except liens in connection with the Company's bank financing) -- will be the amount of cash and/or stock consideration received by each such Shareholder under this Agreement. (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 and of any indemnity payments or contribution by SEPSCO, Triarch or any other party against whom indemnification is established.
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. (a) To the extent that the aggregate of all Claims made by Parent is finally determined to be an amount less than $25,000, the Shareholders shall not be obligated to make any payment with respect to those Claims unless and until the aggregate amount of such Claims for which the Shareholders have not previously indemnified Parent is equal to or greater than an aggregate of $25,000, and in that event, subject to the provisions of Section 9.3(b) hereof, Shareholders shall be liable hereunder for the full amount of all such Claims. (b) The Shareholders' obligation to indemnify Parent from Claims pursuant to Section 9.1 for damages shall be limited to fifty percent (50%) of the Merger Consideration deliverable to the Shareholders hereunder valued as of the date of Closing.
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. The Shareholders will have no liability for indemnification with respect to the matters described in Sections 8.2 and 8.4 until the total of all Damages with respect to such matters exceeds $30,000 (the “Deductible”), and then only for the amount by which such Damages exceed the Deductible. After the total of all Damages exceeds the Deductible, the Indemnified Person shall be entitled to indemnification for all further Damages up to the total Merger Consideration reduced by any amounts retained by Parent pursuant to its rights of set-off pursuant to Section 8.9 (the “Limitation”); provided, that at no time shall a Shareholder be liable for any Damages in excess of his or her relative proportion of the Merger Consideration, less a reasonable estimate of unfunded liquidation expenses of the Company; provided, further, that such Damage claims must be allocated among the Shareholders pursuant to Section 8.3 of this Agreement. Anything herein to the contrary notwithstanding, the Deductible and the Limitation set forth in this section and the survival period set forth in Section 8.6(a) will not apply to any act or omission of the Company or any Shareholder that may constitute fraud on the part of the Company or such Shareholder, or (ii) any claim that a Shareholder or the Company has breached a covenant or other agreement to be performed after the Closing Date.
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.1, 10.2 or 10.3 until the total of all Damages with respect to such matters exceeds $375,000, and then only for the amount by which such Damages exceed $375,000. However, this Section 10.5 will not apply to (i) any Breach of any of Shareholders' representations and warranties of which any Shareholder had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by any Shareholder of any covenant or obligation or (ii) any Damages under Sections 3.1.3 or 3.2.1.
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. (a) Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.2(a) (other than a breach of Sections 3.1 (except with respect to Section 3.1(b)), 3.2 (except with respect to Section 3.2(b)(v)), 3.3, 3.6, 3.10, 3.12, 3.25, and 3.27), or with respect to the matters described in Sections 9.2(b), 9.2(c), 9.2(e), 9.2(f)(ii), and 9.2(f)(iii), until the total of all Damages with respect to such matters exceeds $200,000, and then only for the amount by which such Damages exceed $200,000. Shareholders will have no liability (for indemnification or otherwise) with respect to those matters described in Section 9.2(d), 9.2(f)(i), and 9.2(g) until the total of all Damages with respect to such matters exceeds $30,000, and then only for the amount by which such Damages exceed $30,000. (b) Shareholders' maximum liability for Damages with respect to a claim for indemnification or reimbursement based upon a breach of the representations and warranties contained in Article 3 of this Agreement (other than a breach of Sections 3.1 (except with respect to Section 3.1(b)), 3.2 (except with respect to Section 3.2(b)(v)), 3.3, 3.6, 3.10, 3.12, 3.25, and 3.27) shall be limited to and shall not exceed $3,000,000 in the aggregate. With regard to claims for indemnification or reimbursement based upon a breach of the representations and warranties contained in Sections 3.1 (except with respect to Section 3.1(b)), 3.2 (except with respect to Section 3.2(b)(v)), 3.3, 3.6, 3.10, 3.12, 3.25, and 3.27 of this Agreement, or a claim for indemnification or reimbursement based upon any other representation or warranty not otherwise specifically referenced above, or any covenant or obligation to be performed and complied by the Companies or the Shareholders, Shareholders' maximum liability for Damages shall not exceed, in the aggregate, the Stock Purchase Consideration. (c) No Shareholder shall have any obligation to indemnify or defend the Purchaser from and against any Damages resulting from, arising out of, relating to, his indemnification obligations arising under Section 9 of this Agreement for any amounts in excess of the Stock Purchase Consideration received by such Shareholder. (d) The limitations set forth in this Section 9.5 will not apply to any breach of representations and warranties of which the Companies or any Shareholder had Knowledge at any time prior to the date on which such representation and warranty is made or ...
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 6.3 or in clause (a), clause (b) or clause (c) of Section 6.2 until the total of all Damages with respect to such matters exceeds $400,000, and then only for the amount by which such Damages exceed $400,000. In addition, Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 6.3A until the total of all Damages with respect to matters described in Section 6.3A exceeds $100,000, and then only for the amount by which such Damages exceed $100,000. Damages incurred and counted toward the limitation amount set forth in the immediately preceding sentence for purposes of Section 6.3A, may not be added to and included in the amount of Damages accumulated for purposes of Section 6.2, and vice versa. Notwithstanding any provision to the contrary contained herein, the limitations set forth in this Section 6.6 will not apply to any intentional Breach by any Shareholder of any covenant or obligation, and Shareholders will be severally and not jointly liable for each such Shareholder's portion of all Damages with respect to such intentional Breaches.
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LIMITATIONS ON AMOUNT - SHAREHOLDERS. Except as provided in the following two sentences, with respect to the matters described in SECTIONS 9.02(a) or (b) and SECTION 9.03 of this Agreement or SECTIONS 9.02(a) and (b) and SECTION 9.03 of the PC Purchase Agreement, the Shareholders will have no liability (for indemnification or otherwise) until, and only to the extent that, the total of all Damages under such Sections with respect to such matters exceeds $100,000 in the aggregate. This SECTION
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Related to LIMITATIONS ON AMOUNT - SHAREHOLDERS

  • Limitations on Amount (a) Xx. Xxxxxx 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 Xx. Xxxxxx 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 Xx. Xxxxxx 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 Xx. Xxxxxx 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.

  • 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 Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

  • 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.

  • Limitations on Shared-Loss Payment The Receiver shall not be required to make any payments pursuant to Section 2.1(d) with respect to any Foreclosure Loss, Restructuring Loss, Short Sale Loss, Deficient Loss, or Portfolio Loss that the Receiver determines, based upon the criteria set forth in this Single Family Shared-Loss Agreement (including the analysis and documentation requirements of Section 2.1(a)) or Customary Servicing Procedures, should not have been effected by the Assuming Institution; provided, however, (x) the Receiver must provide notice to the Assuming Institution detailing the grounds for not making such payment, (y) the Receiver must provide the Assuming Institution with a reasonable opportunity to cure any such deficiency and (z) (1) to the extent curable, if cured, the Receiver shall make payment with respect to the properly effected Loss, and (2) to the extent not curable, shall not constitute grounds for the Receiver to withhold payment as to all other Losses (or portion of Losses) that are properly payable pursuant to the terms of this Single Family Shared-Loss Agreement. In the event that the Receiver does not make any payment with respect to Losses claimed pursuant to Section 2.1(d), the Receiver and Assuming Institution shall, upon final resolution, make the necessary adjustments to the Monthly Shared-Loss Amount for that Monthly Certificate and the payment pursuant to Section 2.1(d) above shall be adjusted accordingly.

  • Limitations on Suits by Securityholders No Holder of any Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

  • Limitations on Interest It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

  • 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.

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

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