Limitations on Recoverable Losses Sample Clauses

Limitations on Recoverable Losses. Notwithstanding anything to the contrary set forth herein, indemnification pursuant to this Article VIII shall be the sole remedy of the Parties for any breach of this Agreement or any other Losses relating to this Agreement and the transactions contemplated hereby; provided, however, that nothing in this Agreement (including this Section 8.8) shall limit or restrict any of the Indemnifying Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud or deceit or any remedy which might otherwise be available pursuant to applicable federal or state securities laws, including any relief which might otherwise be available pursuant to Section 10(b)(5) of the Exchange Act or any state law analog thereof. Seller’s aggregate liability for all (a) Losses under Section 8.1(a), other than Section 4.17 (Tax Matters) and the Fundamental Representations, shall not, exceed the sum of Three Million Dollars ($3,000,000) (the “Cap”) (b) Losses under Section 8.1(a) pursuant to violations of Section 4.17 (Tax Matters) and under Section 8.1(c) shall not exceed the sum of Five Million Dollars ($5,000,000) (the “Tax Representation Indemnity Cap”) (c) Losses under Section 8.1(a) pursuant to the Fundamental Representations shall be unlimited; provided, however, that Losses arising out of or caused by the following shall not be subject to, or limited by, the Cap, the Tax Representation Indemnity Cap, or any other limitation on recovery set forth in this Agreement: (a) fraud or intentional misrepresentation of the Indemnifying Party, and (b) Losses under Sections 8.1(b) and (d). Notwithstanding anything herein to the contrary, payments made by the Indemnifying Party pursuant to Sections 8.1 and 8.2 shall be limited to the amount of Losses, if any, that remains after deducting therefrom (a) the Tax benefit actually realized (by cash received or reduction of tax paid) by the applicable Indemnified Parties arising from the incurrence or payment of such Losses (determined on a with and without basis) in the Tax year in which such losses are incurred, and (b) any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Indemnified Parties from any third parties with respect thereto (less (i) the reasonably estimated amount of increased future premiums resulting therefrom, (ii) any “retro-premiums” obligations, (iii) any costs incurred in connection with such recovery and all deductibles and (iv) co-...
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Limitations on Recoverable Losses. Claims for payment of Damages with respect to breaches of representations and warranties (except breaches of Excluded Representations) may be made only with respect to claims arising during the Survival Period. Any claim under this Article IX must be made by giving an Indemnification Notice (as defined in Section 9.5 hereof) to the Indemnifying Party, and with respect to claims for breaches of representations and warranties (other than Excluded Representations), such notice must be given prior to the end of the Survival Period. The Company and COMARCO shall not be obligated to make any indemnification payment resulting from, relating to or arising out of breaches of representations and warranties made in or pursuant to this Agreement to any Buyer Indemnitee (i) except to the extent that the aggregate amount of all damages suffered shall exceed in the aggregate $10,000, and then only to the extent of the excess over such amount, and (ii) to the extent such indemnification payment, together with all other payments in respect of Approved Claims and Permitted Indemnification Claims, would exceed in the aggregate 100% of the Purchase Price; provided, however, that such dollar limitation shall not apply to any Damages resulting from, relating to or arising out of breaches of any of the representations and warranties contained in Sections 2.1, 2.5(a), 2.14, 3.1 and 3.4. The Buyer shall not be obligated to make any indemnification payment pursuant to resulting from, relating to or arising out of breaches of representations and warranties made in or pursuant to this Agreement to any Company Indemnitee to the extent such indemnification payment, together with all other payments in respect of Approved Claims and Permitted Indemnification Claims, would exceed the Purchase Price; provided, however, that such dollar limitation shall not apply to any Damages resulting from, relating to or arising out of breaches of any of the representations and warranties contained in Sections 4.1 and 4.4.
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Limitations on Recoverable Losses. Claims for payment of the Buyer's Losses (other than claims for payment under Section 7.2(B) or (C)), (i) may be made only with respect to claims arising during the survival period, (ii) must be made, if at all, by giving the written Claim Notice (as defined in Section 7.6 hereof) to the Seller during the survival period, as applicable, with respect to such claim, (iii) may be made only to the extent that the aggregate amount of the Buyer's recoverable Losses shall exceed $250,000 (and then only for such excess); and (iv) shall not exceed $5,000,000 in the aggregate for the representations and warranties contained in Article 2 hereof excluding Sections 2.1, 2.3 and 2.16. Claims for payment of the Seller's Losses, (i) may be made only with respect to claims arising during the survival period, (ii) must be made, if at all, by giving the written Claim Notice (as defined in Section 7.6 hereof) to the Buyer during the survival period, as applicable, with respect to such claim, (iii) may be made only to the extent that the aggregate amount of the Seller's recoverable Losses shall exceed $250,000 (and then only for such excess); and (iv) shall not exceed five $5,000,000 in the aggregate.
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Limitations on Recoverable Losses. Claims for Losses arising under Section 10.1 or Section 4.3 (a) may be made only with respect to claims arising during the applicable Indemnification Period; (b) must be made, if at all, by giving the written notice described in Section 10.6 within ten (10) days after the close of the Indemnification Period applicable with respect to such claim; (c) may be made only after the aggregate amount of the Losses incurred by the party asserting a right to indemnification (the “Asserting Party”) exceeds * (the “Basket”). Notwithstanding anything to the contrary herein, the maximum aggregate indemnification obligation of Seller pursuant to this Article X or Section 4.3, for claims or Losses shall not exceed an amount equal to the Purchase Consideration. * The asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the rules to the Securities and Exchange Act of 1934, as amended.
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Limitations on Recoverable Losses. Notwithstanding anything to --------------------------------- the contrary, express or implied, set forth herein, claims for payment of Tetra Tech's Recoverable Losses in respect of a Stockholder Purchase Agreement Breach (a) may be made only with respect to claims arising during the General Liability Period or the Tax Liability Period, as applicable; (b) must be made, if at all, by giving the written Claim Notice (as defined in Section 8.7(a) hereof) to the -------------- Principal Stockholder during the General Liability Period or the Tax Liability Period, as applicable, with respect to such claim; (c) may be made only to the extent that the aggregate amount of Tetra Tech's Recoverable Losses for Stockholder Purchase Agreement Breaches exceeds $200,000 (the "Basket"), in which case all Tetra Tech's Recoverable Losses for Stockholder Purchase Agreement Breaches in excess of the Basket which are covered by clauses (a) and ----------- (b) hereinabove shall be paid by the Principal Stockholder; provided, however, --- -------- ------- that the Basket shall not apply to claims for payment of Tetra Tech's Recoverable Losses in respect of a Stockholder Purchase Agreement Breach relating to Section 6.1 hereof; and (d) shall not exceed $72,000,000. ----------- Notwithstanding anything to the contrary, express or implied, set forth herein, claims for payment of the Stockholders' Recoverable Losses in respect of a Tetra Tech Purchase Agreement Breach (a) may be made only with respect to claims arising during the General Liability Period, and (b) must be made, if at all, by giving written Claim Notice to Tetra Tech during the General Liability Period with respect to such claim.
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Limitations on Recoverable Losses. (a) Claims Against the Company and PPI. Claims for payment of MSD's Recoverable Losses in respect of a Company Purchase Agreement Breach (other than claims for payment under Sections 9.2(B), (C) or (D), 9.4, 9.7, 9.8 and 9.9 (except that clause (iii) shall apply to Section 9.4) (i) may be made only with respect to claims arising during the General Liability Period, (ii) must be made, if at all, by giving the written Claim Notice (as defined in Section 9.11(a) hereof) to the Company during the General Liability Period, as applicable, with respect to such claim, (iii) may be made only to the extent that the aggregate amount of MSD's Recoverable Losses shall exceed $100,000 (the "MSD Threshold"); provided that once the MSD Threshold is reached all such claims, including those comprising the Threshold, may be made and shall be paid; and (iv) shall not exceed $7.5 million in the aggregate (the "Company Cap").
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Limitations on Recoverable Losses. Notwithstanding anything to the contrary that may be contained herein, neither Harborview nor Gemini shall be liable to ActiveCare or any ActiveCare Indemnitee for any claims or Liabilities that may arise under this Agreement, including, without limitation, pursuant to Section 8.2 above, in each case, in an amount in excess of $250,000 ($500,000 total cap if aggregated together).
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Limitations on Recoverable Losses. Notwithstanding anything to the contrary that may be contained herein, neither Harborview nor Gemini shall be liable to ActiveCare or any ActiveCare Indemnitee for any claims or Liabilities that may arise under this Agreement, including, without limitation, pursuant to Section 8.2 above, in each case, in an amount in excess of $250,000 ($500,000 total cap if aggregated together).
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Related to Limitations on Recoverable Losses

  • Limitations on Recourse (a) Subject to the qualifications set forth in this Section, neither Maker nor Guarantor nor any partner, member, shareholder, officer or director of either of them shall be personally liable either at law or in equity for the repayment of the Debt or the failure of performance of any other obligation evidenced by this Note or contained in the Deed of Trust or the Other Security Documents, and Payee will satisfy any judgments, orders or decrees on account of the failure to repay such Debt and/or the failure to perform any such obligation, from the Property and any other real or personal property, tangible or intangible, as Maker, Guarantor or any other entity shall have pledged or assigned to secure this Note by any of the Loan Documents, except that Payee may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Payee to enforce and realize upon this Note, the Deed of Trust, the Other Security Documents, and the interests in the Property and any other collateral given to Payee pursuant to the Deed of Trust and the Other Security Documents; provided, however, that, except as specifically provided in this Section, any judgment in any such action or proceeding shall be enforceable against Maker only to the extent of Maker’s interest in the Property and in any other collateral given to Payee. Xxxxx, by accepting this Note, the Deed of Trust and the Other Security Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Maker in any such action or proceeding, under, by reason of or in connection with the Deed of Trust, the Other Security Documents or this Note. The provisions of this Section shall not, however: (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Deed of Trust, the Environmental Agreement, the Guaranty or the Other Security Documents or this Note; (ii) impair the right of Payee to name Maker as a party defendant in any action or suit for foreclosure and sale under the Deed of Trust; (iii) affect the validity or enforceability of any guaranty or indemnity made in connection with the Deed of Trust, this Note or the Other Security Documents; (iv) impair the right of Payee to obtain the appointment of a receiver; (v) impair the right of Payee to bring suit with respect to fraud or misrepresentation by Maker in connection with the Deed of Trust, this Note, the Environmental Agreement, the Guaranty or the Other Security Documents; (vi) affect the validity or enforceability of the Environmental Agreement or limit the liability of Maker or Guarantor thereunder; or (vii) affect the validity or enforceability of the Guaranty or limit the liability of Guarantor thereunder.

  • 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 Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

  • Contribution; Limitations on Liability; Non-Exclusive Remedy If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other from the offering of the Shares, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total commissions received by the Agent (before deducting expenses) from the sale of the Shares. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

  • Limitations on Review Obligations The Asset Representations Reviewer may rely on the information in any Review Notice, the list(s) of the Subject Receivables provided by the Servicer, and the accuracy and completeness of the Review Materials. The Asset Representations Reviewer will have no obligation:

  • LIMITATIONS ON ALLOCATIONS If the Employer maintains or has ever maintained another qualified plan (other than the Sponsor's paired defined contribution plan numbers 01001, 01004 or 01005 or the Sponsor's paired defined benefit plan number 02001), in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, the following provision(s) must apply. The Employer must also complete this Section if it maintains a welfare benefit fund, as defined in section 419(e) of the Code, or an individual medical account, as defined in section 415(l)(2) of the Code, under which amounts are treated as Annual Additions with respect to any Participant in the Plan. (If the Employer maintains only paired plans of the Sponsor this Section should not be completed.)

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • 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.

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