LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS Sample Clauses

LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS. (a) No claim for indemnification shall be made by any IHI Indemnitee with respect to any matter unless and until the total amount of Damages exceeds $100,000, and then only for the excess over such amount.
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LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS. (a) The Shareholders shall have no liability with respect to Losses of HALIS arising under subparagraphs (a), (b), or (d) of Section 9.2 until the total of all Losses of HALIS with respect thereto exceeds $100,000. If the aggregate Losses of HALIS exceed such $100,000 threshold, SMG and the Shareholders shall be liable for all Losses of HALIS to the extent (and only to the extent) Losses of HALIS exceed such $100,000 threshold.
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LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS. (a) Notwithstanding the provisions of Section 10.2, the Shareholders will not be required to indemnify or hold harmless the Buyer Indemnified Parties under Section 10.2(a) of this Agreement unless and until the aggregate amount of all Losses for which the Buyer Indemnified Parties are entitled to indemnification therefor exceeds Nine Hundred Sixty Thousand Dollars ($960,000) (which corresponds to fifty percent (50%) of the R&W Policy retention amount) (the “Threshold Amount”), after which point the Buyer Indemnified Parties will be entitled to recover only Losses in excess of the Threshold Amount; provided, however, that the Shareholders’ liability for any Losses arising from any breach of any Fundamental Representations, the Extended Representations or in the event of Fraud ‎ will not be subject to the Threshold Amount. The Buyer’s exclusive recourse for Losses pursuant to Section 10.2(a) (other than with respect to indemnifiable claims arising out of or based upon the breach of the Fundamental Representations, the Extended Representations or in the event of Fraud‎) shall be to (i) the Indemnity Escrow Amount then available and (ii) the R&W Policy to the extent coverage is available thereunder.
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LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS. (1) Notwithstanding any of the provisions of Section 10, Purchaser agrees not to make claims for Losses hereunder unless and until the aggregate of such claims exceeds Seventy-five Thousand and No/100 Dollars ($75,000.00) (the "Indemnification Threshold"); provided however, that (i) the Indemnification Threshold shall not be applicable to claims by Purchaser or the Company for Losses arising from a breach by any Shareholder of Sections 3(a), 3(b), 3(d) and 3(g), and any claim arising from a breach of any provision of any such Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met; and (ii) in no event shall the Shareholders' joint and several liability under Section 10 exceed the aggregate sum of Three Million Five Hundred Thousand Dollars ($3,500,000.00); and (iii) the Shareholders' liability under Section 10 applies only to claims made against IHI and/or the Company on or before two (2) years from and after the Closing Date (the "Expiration Date").
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LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS. The liability of the Shareholders under Section 10.1 of this Agreement shall be without deduction or limitation, except that the liability of the Shareholders under Section 10.1(a) and 10.1(f) (to the extent liability thereunder is related to matters covered by Section 10.1(a)) of this Agreement shall:
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Related to LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS

  • Limitation on Liability of the Seller None of the directors, officers, employees or agents of the Seller shall be under any liability to the Purchaser, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement. Except as and to the extent expressly provided herein or in the Servicing Agreement, the Seller shall not be under any liability to the Trust, the Owner Trustee, the Indenture Trustee or the Securityholders. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Limitation on Liability of the Note Holders No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement. The Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.

  • 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.

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Limitation on Liability of Limited Partners No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

  • Limitation of Liability of Trustees and Shareholders The Adviser acknowledges the following limitation of liability:

  • Limitation on Liability of the Noteholders No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder. Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that such Servicer must act in accordance with the Servicing Standard. Each Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Servicing Standard (as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability whatsoever to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided, however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization Servicing Agreement. Each Noteholder acknowledges that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of each other Noteholder and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with such Noteholder’s exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence.

  • Non-Liability of Trustees and Shareholders Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or Shareholder of Trust. Neither the authorization of any action by the Trustees or Shareholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any Shareholder.

  • LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

  • LIMITATION OF LIABILITY OF THE SUB-ADVISOR Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. As used in this Section 6, the term "Sub-Advisor" shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

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