Limitations on Amount - the Shareholders. The Acquiror shall not be entitled to indemnification pursuant to Section 12.2, unless and until the aggregate amount of Damages to the Acquiror with respect to such matters under Section 12.2.1 exceeds $625,000, at which time, subject to the following cap on the maximum number of Returned Shares to be returned to the Acquiror, the Acquiror shall be entitled to indemnification for the total amount of such Damages in excess of $625,000. The aggregate number of Returned Shares to be returned to the Acquiror shall not exceed 16,651,731 adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, merger or consolidation or like capital adjustment affecting the Acquiror Common Stock.

Limitations on Amount - the Shareholders. The Acquiror shall not be entitled to indemnification pursuant to Section 12.2, unless and until the aggregate amount of Damages to the Acquiror with respect to such matters under Section 12.2.1 exceeds $250,000, at which time, subject to the following cap on the maximum number of Returned Shares to be returned to the Acquiror, the Acquiror shall be entitled to indemnification for the total amount of such Damages. The aggregate number of Returned Shares to be returned to the Acquiror shall not exceed 27,482,147 adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, merger or consolidation or like capital adjustment affecting the Acquiror Common Stock. The Acquiror and the Shareholders agree that 27,482,147 shares of the Acquiror Common Stock issuable to Shareholders pursuant to this Agreement shall be held in escrow pursuant to Section 12.2 for a period of one year following Closing Date, copy of said Escrow Agreement is included herein as Schedule 12.6.

Limitations on Amount - the Shareholders. (a) The Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.2 until the total of all Damages with respect to such matters exceeds $1,000,000, and then only for the amount by which such Damages exceed $1,000,000. The total liabilities of the Shareholders with respect to Damages for the matters set forth in Section 9.2 shall not exceed the Purchase Price. Any recovery pursuant to Section 9.2 shall be net of the dollar amount of aggregate insurance proceeds actually received by the Indemnified Persons with respect to such Damages and net of any Tax benefits actually realized by the Indemnified Persons. (b) No indemnification payments made in respect of the following shall be subject to the limitations set forth in Section 9.5(a), nor shall any such payments be taken into consideration

Limitations on Amount - the Shareholders the Shareholders shall have no liability for indemnification or otherwise with respect to claims under Section 12.01(a): (a) Until the total of all Losses with respect to such matters exceeds $25,000, and thereafter for the aggregate amount of all Losses; provided, that this Section 12.04(a) will not apply to claims under Section 12.01(b) through (h), or to any breach of any of CSSS’s or the Shareholders’ representations and warranties of which CSSS or the Shareholders had knowledge at any time prior to the Closing or any intentional breach by CSSS or the Shareholders of any covenant or obligation, and CSSS and the Shareholders will be jointly and severally liable for all Losses with respect to such breaches; and (b) To the extent that the total amount of indemnification to be paid jointly and severally by the Shareholders pursuant to Section 12.01(a) shall exceed fifty percent (50%) of the Purchase Price; provided that this Section 12.04(b) will not apply to claims under Section 12.01(b) through (h) or to any breach of any of CSSS’s or the Shareholders’ representations and warranties of which CSSS or the Shareholders had knowledge at any time prior to the Closing Date or any intentional breach by CSSS or the Shareholders of any covenant or obligation, and the Shareholders will be jointly and severally liable for all Losses with respect to such breaches.

Limitations on Amount - the Shareholders. The Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 11.2 unless and until the total of all Damages with respect to such matters exceeds an amount equal to the sum of (i) US$200,000 plus (ii) one half of the amount by which the Transaction Expenses are less than Estimated Transaction Expenses (such total amount being the "Basket"), and then such liability shall include those Damages comprising the Basket amount. The maximum aggregate amount of Damages for all matters that may be recovered under Section 11.2 from the Shareholders and the source of the recovery shall be limited to the Escrow Shares pursuant to the Indemnity Escrow Agreement. However, the limitations provided for by this Section 11.5 will not apply to Damages relating to actual fraud by Netect or, with respect to any Shareholder, by such Shareholders.

Limitations on Amount - the Shareholders. The Shareholders will have no liability (for indemnification or otherwise) with respect to the matters described in Section 9.02(a) or (b) until the total of all Damages with respect to such matters exceeds $17,500 (the “Indemnification Basket”), whereupon the Shareholders shall be liable for all such Damages (including the first $17,500 of Damages). The maximum, aggregate liability of the Shareholders to the Indemnified Persons for Damages with respect to the matters described in Section 9.02(a) and (b) shall be limited to the amount of $5,000,000 (the “Indemnification Ceiling”). Notwithstanding anything to the contrary in this Agreement, the maximum, aggregate liability of Church for Damages under this Agreement shall be limited to an amount equal to the product of: (i) his Pro Rata Share; and (ii) the Indemnification Ceiling. Notwithstanding the foregoing, the Indemnification Basket and the Indemnification Ceiling will not apply with respect to any of the matters described in Section 9.02(c) or (d), to any breach of any of the Shareholders’ representations and warranties of which either Shareholder had Knowledge at any time prior to the date on which such representation and warranty is made, or to any intentional breach by either Shareholder of any covenant or obligation, and the Shareholders will be jointly and severally (subject to the limitation in the immediately preceding sentence) liable for all Damages with respect to such breaches.

Related to Limitations on Amount - the 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.
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 Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees 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 of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.
Lock-Up Agreement from Certain Securityholders of the Company On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of Exhibit B hereto from the persons listed on Exhibit A hereto, and such agreement shall be in full force and effect on each of the First Closing Date and each Option Closing 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.
Exculpation Among Purchasers The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.
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%. --
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.
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.

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