Maximum and minimum amounts. (a) The Seller is not liable under a Claim arising from a breach of Warranty (including a Claim under clause 11.4 but excluding a Claim under clause 10 or a Tax Claim) unless the amount finally agreed or adjudicated to be payable in respect of that Claim:
(1) exceeds $2,000,000; and
(2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause 12.5(a)(1) exceeds $10,000,000, in which event, subject to clauses 12.5(b) and 12.5(d), the Seller is liable for the entire amount of the Claim and not only the excess above $10,000,000.
(b) Except in relation to a Claim under clause 10 or a Tax Claim but subject to clause 12.5(c), the maximum aggregate amount that the Seller is required to pay in respect of all Claims whenever made and howsoever arising is limited to:
(1) in respect of all Claims arising under Warranty 1 Ownership and structure, Warranty 2 Power and authority, Warranty 9 Tenements and Warranty 15 Solvency, 100% of the Total Consideration expressed as a dollar amount; and
(2) in respect of all other Claims arising from a breach of Warranty, 30% of the Total Consideration expressed as a dollar amount.
(c) Despite any other provision of this agreement or any other Transaction Agreement, except for a Claim under clause 11.5, the maximum amount that the Seller is required to pay in respect of any and all Claims (including a Claim made by a Buyer Group Member or a Target Entity), howsoever arising, is limited to the amount of the Total Consideration.
(d) For the purposes of clause 12.5(a)(1):
(1) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Warranty; and
(2) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim.
(e) The Buyer agrees that the maximum liability cap described in clauses 12.5(b) and 12.5(c) apply to all Claims (other than a Claim under clause 11.5), whether made by any Buyer Group Member, any Debt Financing Party or any subsequent purchaser of a Target Entity or the Curragh Mine.
Maximum and minimum amounts. (a) Neither the Seller Group nor the Buyer Group shall be liable to the other under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim:
(i) exceeds one hundred and ninety six thousand four hundred and fourteen U.S. dollars (US$196,414); and
(ii) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims, exceeds one million nine hundred and sixty four thousand one hundred and forty U.S. dollars (US$1,964,140) (“Deductible”), in which event, subject to clauses 8.4(b) and 8.4(c), such party in aggregate will be liable for that entire amount, including the Deductible.
(b) The maximum aggregate amount that a party in aggregate is required to pay in respect of:
(i) any Claim relating to a Fundamental Warranty is limited to one hundred percent (100%) of the Purchase Price; and
(ii) all Claims other than Fundamental Claims whenever made is limited to fifty percent (50%) of the Purchase Price, provided that the maximum aggregate liability of the Seller (or the Buyer as the case may be) in aggregate for all Claims under this Agreement cannot exceed one hundred percent (100%) of the Purchase Price actually paid pursuant to clause 3.1.
(c) For the purposes of clause 8.4(a):
(i) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller Warranty (or Buyer Warranty, as the case may be); and
(ii) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim.
(d) Notwithstanding any other provision of this Agreement, limitations in this clause 8 shall not apply in respect of any Claim for breach of the Seller Warranty in paragraph 9 of Schedule 1.
Maximum and minimum amounts. (a) The Vendor is not liable under a Warranty Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim:
(1) exceeds $50,000; and
(2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause 15.4(a)(1) in relation to the Assets the subject of this agreement exceed $500,000 in aggregate.
(b) Despite anything else in this agreement, the maximum aggregate amount that the Vendor is required to pay in respect of all Warranty Claims whenever made, is limited to:
(1) in respect of the Warranty in clause 3 of Schedule 2, the Sale Price;
(2) in respect of all other Warranties, an amount equal to 2% of the Sale Price of the Assets the subject of this agreement. For the avoidance of doubt, the Sale Price cannot be aggregated with the sale prices of the properties the subject of the Contemporaneous Contracts.
Maximum and minimum amounts. (a) The Sellers are not liable under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim:
(1) exceeds £100,000; and
(2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause 9.5(a)(1) exceeds £1,000,000, in which event, subject to clauses 9.5(b) and 9.5(c), the Sellers are liable for so much of that amount which exceeds £1,000,000.
(b) Subject to the remainder of this clause 9, including (without limitation) the limitations in clause 9.14:
(1) the maximum aggregate amount that a Seller is required to pay in respect of Title Claims whenever made is limited to its Respective Proportion of the Paid Non-Deloitte Purchase Price, provided, however, that to the extent such Title Claim exceeds the Paid Non-Deloitte Purchase Price, the remaining portion of the Purchase Price which later becomes payable to such Seller (if any) may be utilized by Buyer to satisfy the remaining portion of such Title Claim in accordance with the provisions of clause 10.4.
(2) the maximum aggregate amount that the Warrantor is required to pay in respect of all Tax Claims whenever made is limited to the Tax Claim Cap; and
(3) the maximum aggregate amount that the Warrantor, or, if applicable, a Seller is required to pay in respect of Non-Title Claims (other than Tax Claims) whenever made is, in respect of the Warrantor, limited to the Non-Title Claim Cap, or in respect of a Seller, that Seller’s Relevant Proportion of the Non-Title Claim Cap, as applicable, provided, that if the Paid Non-Deloitte Purchase Price increases and there are unpaid Claims, any such increase will be applied against such Claims in accordance with the provisions of clause 10.4 up to the applicable Claim cap in sub-clauses (1), (2) or (3) above.
(c) For the purposes of clause 9.5(a)(1), Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Warranty. Notwithstanding the foregoing, nothing contained in this agreement shall limit the rights of any party hereto to seek to obtain injunctive relief or specific performance.
Maximum and minimum amounts. The amount that an employee may defer shall not exceed the maximum amount allowable under Section 457 of the Internal Revenue Code for each calendar year. The minimum amount an employee may defer is $10.00 per biweekly pay period. An employee’s work schedule and earnings must meet minimum deferral requirements.
Maximum and minimum amounts. (a) The Seller Warranty Recipients may not make a Claim against either Seller and neither Seller is liable for any Claim: unless the amount of the Claim is more than 0.5% of the Purchase Price; and unless and until the aggregate amount of all such Claims exceeds 2.5% of the Purchase Price, in which event the Seller Warranty Recipients may seek to recover the full amount of the Claim or Claims, and not just the excess.
Maximum and minimum amounts. The total amount of all sums that may be due by the Seller to the Buyer pursuant to all Notices notified by the Buyer under this Agreement, shall in no event exceed the amount of [one million six hundred thousand] ([1,600,000]) francs. No Indemnity shall be due for a notification made regarding a Loss of an individual amount inferior to 30.000 francs, being understood however that the sum of such Notices, when it will exceed this amount, shall be indemnified conforming the provisions of the Contract hereof.
Maximum and minimum amounts. (a) Catuity is not liable under a Claim under the Warranties unless the amount finally agreed or adjudicated to be payable in respect of that Claim:
(i) exceeds $40,000; and
(ii) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims exceeds $200,000, in which event, subject to clause 7.6(b), the Vendor is liable for the full amount of the Claim.
(b) The maximum aggregate amount that the Vendor is required to pay in respect of all Claims is limited to the Purchase Price.
Maximum and minimum amounts. The amount that an employee may defer shall not exceed the maximum amount allowable under Section 457 of the Internal Revenue Code for each calendar year.
Maximum and minimum amounts. (a) Xx Xxxxxx and the Xx Xxxxxx Parent are not liable under a Xx Xxxxxx Claim, other than an Excluded Claim, unless the amount finally agreed or adjudicated to be payable in respect of that Xx Xxxxxx Claim exceeds $5 million.
(b) The maximum aggregate amount which Xx Xxxxxx is required to pay in respect of all Xx Xxxxxx Claims other than any Excluded Claim whenever made is limited to $30 million.
