We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Limits on Recovery Sample Clauses

Limits on Recovery. (a) With respect to all Losses: (i) each Indemnifying Party shall be severally, in the same proportion as such Indemnifying Party’s Recovery Percentage, and not jointly, liable for the amount of any Losses, except to the extent such liability is limited pursuant to this Section 7.6; and (ii) the Parent Indemnitees may seek recovery for any Losses directly from the Indemnifying Parties only after proceeding against the Escrow Fund. (b) With respect to Losses that are not Special Losses (the “Ordinary Losses”), the aggregate maximum liability of the Indemnifying Parties (excluding any amounts payable pursuant to the Stockholder Agent’s rights under Section 7.4(c)) shall not exceed an amount equal to (i) 12.5% multiplied by (ii) the Base Cash Amount. (c) With respect to Special IP Losses, the aggregate maximum liability of the Indemnifying Parties (excluding any amounts payable pursuant to the Stockholder Agent’s rights under Section 7.4(c)), when taken together with any Ordinary Losses, shall not exceed an amount equal to (i) 20% multiplied by (ii) the Base Cash Amount. (d) With respect to all Special Losses (except for Special IP Losses that are subject to Section 7.6(c)), the aggregate maximum liability of the Indemnifying Parties (excluding any amounts payable pursuant to the Stockholder Agent’s rights under Section 7.4(c)), when taken together with any Special IP Losses and any Ordinary Losses, shall not exceed an amount equal to the Base Cash Amount. (e) Notwithstanding anything to the contrary herein, except as provided in Section 7.6(c), in the event and to the extent the Parent Indemnitees recover any Special Losses from the Escrow Fund, the amount of such recovery shall not reduce or limit the amount that the Parent Indemnitees would otherwise be entitled to recover from the Indemnifying Parties in respect 83 of Ordinary Losses the Indemnification Claims for which are made prior to the day that is 10 Business Days following the expiration of the applicable Survival Period. (f) Nothing in this Agreement shall be deemed a waiver by any party of (i) any right to specific performance or injunctive relief or (ii) any right or remedy, including money damages in excess of the Escrow Fund and the Total Merger Consideration, arising by reason of any claim of fraud or willful misrepresentation with respect to this Agreement, the Transaction Agreements or the Transactions.
Limits on Recovery. (a) Neither Seller and General Partner ------------------ (pursuant to Section 9.1) nor Buyer (pursuant to Section 9.2) shall be required to indemnify the other party pursuant to such sections unless the aggregate amount of damages, claims or other amounts for which the Indemnified Party is entitled to indemnification pursuant to such sections (the "Damages") exceeds ------- $10,000 (the "Indemnification Threshold"), provided that if such aggregate ------------------------- -------- amount of Damages exceeds the Indemnification Threshold, the Indemnitor shall indemnify the Indemnified Party for the entire amount of Damages and not merely for the amount of Damages which exceeds $10,000.

Related to Limits on Recovery

  • Limit on Recovery Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 12 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 12 void or voidable under applicable law, including, without limitation, fraudulent conveyance law.

  • STUDENT TUITION RECOVERY FUND You must pay the state-imposed assessment for the Student Tuition Recovery Fund (STRF) if the following applies to you: 1. You are a student in an educational program, who is a California resident, or are enrolled in a residency program, and prepay all of part of your tuition either by cash, guaranteed student loans, or personal loans, and 2. Your total charges are not paid by any third-party payer such as an employer, government program or other payer unless you have a separate agreement to repay the third party. You are not eligible for protection from the STRF and you are not required to pay the STRF assessment if either of the following applies: 1. You are not a California resident, or are not enrolled in a residency program, or 2. Your total charges are paid by a third party, such as an employer, government program or other payer, and you have no separate agreement to repay the third party. The State of California created the Student Tuition Recovery Fund (STRF) to relieve or mitigate economic losses suffered by students in educational programs who are California residents, or are enrolled in a residency programs attending certain schools regulated by the Bureau for Private Postsecondary and Vocational Education. You may be eligible for STRF if you are a California resident or are enrolled in a residency program, prepaid tuition, paid the STRF assessment, and suffered an economic loss as a result of any of the following: 1. The school closed before the course of instruction was completed. 2. The school’s failure to pay refunds or charges on behalf of a student to a third party for license fees or any other purpose, or to provide equipment or materials for which a charge was collected within 180 days before the closure of the school. 3. The school’s failure to pay or reimburse loan proceeds under a federally guaranteed student loan program as required by law or to pay or reimburse proceeds received by the school prior to closure in excess of tuition and other costs. 4. There was a material failure to comply with the Act or this Division within 30 days before the school closed or, if the material failure began earlier than 30 days prior to closure, the period determined by the Bureau. 5. An inability after diligent efforts to prosecute, prove, and collect on a judgment against the institution for a violation of the Act.

  • Compensation Recovery This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.

  • Cost Recovery The Parties acknowledge that the price for energy as described in Exhibit A includes the Consultant Commission described in Exhibit A to cover the cost of developing, implementing and operating the Aggregation. The Competitive Supplier agrees to include this cost adder in the Price for energy, and to make the monthly commission payments on behalf of Participating Consumers, in the manner described in Exhibit A, and acknowledges this obligation as a material obligation of this Agreement.

  • Denominations: Provisions for Payment The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(13). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount due upon conversion or exchange thereof, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03. Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below: (1) The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered in the Security Register at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be sent, to each Securityholder not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered in the Security Register on such special record date. (2) The Company may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities and any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day. Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.

  • Errors on Paycheques In the event of an error on an employee's pay, the correction will be made in the pay period following the date on which the underpayment comes to the Employer's attention. If the error results in an employee being underpaid by one (1) day's pay or more, the Employer will provide payment for the shortfall within three (3) business days from the date it is notified of the error. If the Employer makes an overpayment of a day’s pay or less for an employee, the overpayment will be deducted on the pay period following the date that the error is discovered. If the error is in excess of a normal day’s pay, the Employer will be reimbursed based on a mutually satisfactory arrangement between the employee and the Employer.

  • Limits of Insurance A. CLIENT shall provide evidence of General Liability insurance or Tenants Liability Insurance (TULIP at xxxxx://xxxxx.xxxxxx.xxx/ ) of an amount of not less than $1 million per occurrence. If the use of facilities includes physical activities, such as sports camps, the General Liability limit shall be $2 million per occurrence with no athletics activities exclusion. B. CLIENT shall provide evidence of Owned, Non-owned and Hired Auto Liability insurance of an amount of not less than $1 million per occurrence. C. Any CLIENT with CLIENT employees on USI/HNH property shall provide evidence of statutory Workers Compensation insurance and $500,000 of Employers Liability insurance. D. Any CLIENT with minors on USI/HNH properties shall provide evidence of Sexual Misconduct/ Abuse Liability insurance of an amount of not less than $1 million per occurrence. Coverage endorsed onto the General Liability policy is acceptable. (Such coverage for weddings and family reunions is excluded.) E. CLIENT serving alcohol per current Institution alcohol policy must provide Host Liquor liability of $1 million per occurrence. F. CLIENT shall require all third-party vendors that provide any type of service (caterer, beer and wine, bartending, disc jockey, band, limo service, etc.) to CLIENT while utilizing USI/HNH’s facilities to provide to CLIENT and USI/HNH a certificate of insurance with the following limits and conditions and naming USI/HNH as additional insured.

  • Engineer Payment of Subproviders No later than ten (10) days after receiving payment from the State, the Engineer shall pay all subproviders for work performed under a subcontract authorized hereunder. The State may withhold all payments that have or may become due if the Engineer fails to comply with the ten-day payment requirement. The State may also suspend the work under this contract or any work authorization until subproviders are paid. This requirement also applies to all lower tier subproviders, and this provision must be incorporated into all subcontracts.

  • Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below.

  • Cost Recovery Fee You understand and agree that in order for XOOM to offer and fulfill its fixed rate obligation to you, it has to purchase electricity in advance of usage in amounts needed to cover the full term of this Agreement. If you cancel this Agreement early, you will be responsible for paying the cost recovery fee (“Cost Recovery Fee”) set forth in the Contract Summary, which is intended not as a penalty, but simply to offset the cost of selling the unused portion of your electricity to others and estimated lost revenue that XOOM may incur from such a sale, if any, and related expenses. It will take time for your local utility company to cancel your XOOM account. During that time you agree to pay for the electricity you consume that is supplied by XOOM.