LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS Sample Clauses

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. (b) Notwithstanding anything to the contrary within this Agreement, the obligations of the Shareholders to indemnify HALIS, SMG, the Subsidiary and the Surviving Corporation (and their respective directors, officers, employees, agents, affiliates, successors and assigns) are subject to the following provisions. The amount of any indemnification which may be claimed from the Shareholders hereunder shall be calculated to be the cost or loss to such party after giving effect to: (i) any insurance proceeds receivable by such party in relation to the matter which is the subject of such claim and (ii) the value of any related, determinable tax benefits realized, or which will (with reasonable certainty) be realized within a two year period following the date of incurring such loss or cost in relation to the matter which is the subject of such claim. HALIS agrees that it shall cause the Surviving Corporation to purchase and maintain for a period of at least two years after the Closing Date general comprehensive liability insurance (which shall contain endorsements providing for product liability insurance) with deductibles and limits of coverage equal or better to that presently maintained by SMG with an insurance company reasonably satisfactory to the Shareholders, providing coverage for claims arising from occurrences or matters occurring prior to the Closing Date. (c) Notwithstanding any of the other provisions of this Agreement or any Agreement, certificate or other document made in order to carry out the transactions contemplated herein, the maximum aggregate liability of the Shareholders in respect of all claims pursuant to this Agreement, whether for breach of representation and warranty, indemnification or otherwise, will be limited to an amount equal to the aggregate value of the Merger Consideration, determined as of the respective dates of issuance of the Initial Merger Consideration and the Contingent Merger Consideration, if any.
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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: (i) be recoverable only if and to the extent that the cumulative Losses suffered by Brigxx xxxeeds One Million and 00/100 Dollars ($1,000,000); (ii) be limited in the aggregate to Twenty-Five Million and 00/100 Dollars ($25,000,000) (the "Cap"); and (iii) be limited such that Brigxx xxxll not be entitled to more than one recovery for any single Loss even though such Loss may have resulted from the breach or inaccuracy of more than one of the representations and warranties made by GPP or the Indemnifying Shareholder in or pursuant to this Agreement; provided, however, that Losses resulting from a breach of the representations and warranties of GPP contained in Sections 4.1, 4.2, 4.3, 4.8 and 4.18 and of the Indemnifying Shareholder contained in Sections 5.2 and 5.4 shall not be subject to (i) and (ii) above; provided, further, that Losses resulting from any Special Indemnity Matter other than those described in clauses (e) and (f) in the definition thereof shall be subject to the Cap; and provided further, that Losses resulting from (i) a breach of the representations and warranties of GPP contained in Section 4.8 or (ii) any Special Indemnity Matter described in clauses (i), (j) or (k) of the definition thereof shall be recoverable only if and to the extent that the cumulative Losses suffered by Brigxx xxxeed the amount of any reserves for tax liabilities shown on the Closing Balance Sheet.
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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 $160,000, and then only for the excess over such amount. (b) The aggregate liability of the Shareholders in connection with their indemnification obligations under Section 8.2 shall not exceed $1,250,000. (c) No claim for indemnification shall be made hereunder unless asserted by a written notice given to the Indemnifying Party, on or prior to the Expiration Date. (d) Any claim for indemnification for Damages hereunder shall be offset or reduced by the amount of any tax benefit or insurance proceeds received by the Indemnified Person as a result of the event giving rise to such Damages, even though such benefit may arise after the Expiration Date. (e) The Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages for which it may seek indemnification under this Article VIII.
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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. (b) The aggregate liability of the Shareholders in connection with their indemnification obligations under Section 8.2 shall not exceed the value of the Escrowed Shares valued as set forth in Section 8.6 hereof. (c) No claim for indemnification shall be made hereunder unless asserted by a written notice given to the Indemnifying Party, on or prior to the Expiration Date. (d) Any claim for indemnification for Damages hereunder shall be offset or reduced by the amount of any tax benefit or insurance proceeds received by the Indemnified Person as a result of the event giving rise to such Damages, even though such benefit may arise after the Expiration Date. (e) The Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages for which it may seek indemnification under this Article VIII.
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Related to LIMITATIONS ON LIABILITY OF THE SHAREHOLDERS

  • 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.

  • Limitation on Liability of Manager Unless arising as a result of their gross negligence, the Manager and the Institution shall not be liable to the Resident for any loss or damage, however caused to the Resident, the property of the Resident or to the property of the Resident’s guest(s) while in the Residence or on the lands on which the Residence is situated. Without limiting the generality of the foregoing, such property includes and is not limited to, personal property of the Resident (including their vehicle(s) and their contents) and damage includes and is not limited to; damage caused by the failure of the plumbing or heating system or any other building system, defects in the structure of the Building, water or snow penetration, exterior weather conditions, damage arising from any cause beyond the control of the Manager or Institution, and any damage or injury arising from the activities of employees, contractors or agents of the Manager and the Institution. The Resident agrees that by executing the Agreement and residing in the Residence, they are acknowledging that they understand and freely assume the risks associated with communal living, including but not limited to risks of potential exposure to physical, mental or emotional harm or injury, communicable diseases and other contagious viruses. Accordingly, the Resident on their own behalf and on behalf of their successors, beneficiaries and next of kin hereby waives their right to demand or make any claim against (and indemnifies, releases and covenants and agrees to hold harmless each of) the Manager, the Institution, their agents, contractors, officers, directors, governors, management, successors, assigns, students and employees from or in relation to any and all damages, physical or other harm, death, liability, claims, expenses or loss due to any cause whatsoever, including negligence, breach of contract, or breach of any statutory or other duty of care (collectively, “Claims”) arising under or related to this Student Residence Agreement and the provision of services or accommodation, including but not limited to exposure to communicable diseases and contagious viruses. The Resident further agrees to take all reasonable precautions and follow recommendations by public health authorities to mitigate the spread of communicable diseases while living in the Residence community. Failure to follow the Student Residence Agreement and measures related to said communicable diseases (including but not limited to Covid-19), or failure to follow directions from staff regarding communicable disease related rules or measures may result in standards action up to and including eviction from residence.

  • 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. The Note B Holder 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 the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder 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 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 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-Adviser Neither the Sub-adviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the applicable Fund (at the direction or request of the Sub-adviser) or the Sub-adviser in connection with the Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Fund or from reckless disregard by the Sub-adviser or any such person of the duties of the Sub-adviser pursuant to this Agreement.

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