Maximum Exposure. Notwithstanding anything to the contrary in Section 10.1(a), (a) Metromedia shall be entitled to indemnification hereunder only when, and only with respect to amounts by which, the aggregate of all Losses sustained by it exceeds $500,000 and (b) the aggregate amount of all Losses subject to indemnification hereunder by the Stockholders shall not exceed $27,500,000.
Maximum Exposure. At no time during the Term of this Agreement shall the Aggregate Outstanding Amount exceed *** Dollars ($***) (the “Maximum Exposure”). If at any time during the Term of this Agreement the Aggregate Outstanding Amount shall equal or exceed the Maximum Exposure (or a transaction shall be proposed under any Feedstock Agreement or Biodiesel Agreement which shall cause the Aggregate Outstanding Amount to exceed the Maximum Exposure), Bunge may immediately suspend the performance of its obligations under this Agreement, all Feedstock Agreements and Biodiesel Agreements until REG and the Party Affiliates have reduced the Aggregate Outstanding Amount below the Maximum Exposure (or until such time as no transaction under any Feedstock Agreement or Biodiesel Agreement would cause the Aggregate Outstanding Amount to exceed the Maximum Exposure).
Maximum Exposure. The aggregate amount of all claims subject to indemnification hereunder by the Shareholders, on one hand, and the QuadraMed Entities, on the other hand, shall not exceed $5,000,000 plus the Fair Market Value of the amount of shares of QuadraMed Common Stock, if any, issued pursuant to Section 3.5 above.
Maximum Exposure. In no event shall the aggregate indemnity payments made by Seller and the Shareholders under section 10.1(a) exceed $5,000,000, less any amounts paid by Seller and/or the Shareholders pursuant to any indemnification provisions of the Real Estate Purchase Agreements.
Maximum Exposure. In no event shall the aggregate indemnity payments made by Buyer under section 11.1(a) exceed $5,000,000.
Maximum Exposure. Seller's maximum obligation for Costs pertaining to Unknown Conditions is Two Million Five Hundred Thousand Dollars ($2,500,000) and Seller's maximum obligation for Costs pertaining to Known Conditions and/or Migrating Conditions is Three Million Dollars ($3,000,000). Under no circumstances shall Seller be obligated to pay any amount in excess of Five Million Five Hundred Thousand Dollars ($5,500,000) in connection with all liabilities referred to in this Addendum.
Maximum Exposure. The aggregate principal balance outstanding under the Loan at any time shall not exceed $10,000,000.00. Upon the occurrence and during the continuation of an Event of Default, notwithstanding the limitations on Available Funding set forth herein or in any Loan Documents, Lender shall have the right, but not the Obligation, to fund amounts in excess of the maximum loan amounts from time to time to pay accrued and unpaid interest, Loan Costs, and fees and expenses due hereunder, to pay Taxes, to protect and preserve the Collateral, to address Defaults or Events of Default, or to enforce rights or remedies (Borrower agreeing that such action by Lender shall not cure any Event of Default unless Lender agrees to such cure in writing). Any excess amounts so funded by Lender shall be evidenced by the Borrower Note and this Agreement, and by all Loan Documents, and secured by all Collateral, and guaranteed by the Guarantor. Borrower and the Guarantor agree to execute additional notes, mortgages, guarantees or other Loan Documents as may be reasonably requested by the Lender.
Maximum Exposure. The temporary increase in Commitments shall permanently reduce, ratably, on the second Business Day after the date hereof by $959,200 (shown, for convenience, on Schedule II attached hereto). During the Standstill Period, and subject to the further provisions of this Paragraph 3, the Borrower must not at any time permit the aggregate principal amount outstanding on the Loans (including Swing Loans) and Letters of Credit to exceed $75,487,626.39 (the "MAXIMUM EXPOSURE CAP"). The Banks agree that, subject to the further provisions of this Agreement, the temporary increase in Commitments (shown, for convenience, on Schedule II attached hereto) under Section 1.14 of the Credit Agreement shall continue in effect during the Standstill Period in the percentages set forth in clause (b) of the last sentence of Section 1.14 of the Credit Agreement. The Borrower shall immediately make such payments as are necessary to assure that the outstanding Loans (including Swing Loans) and Letters of Credit do not exceed the Maximum Exposure Cap. Notwithstanding anything in the Credit Agreement to the contrary, after the Second Business Day occurring after the effective date hereof the Borrower may only request Loans (including Swing Loans) in excess of $71,587,626.39 (but in any event subject to all the terms and conditions of the Credit Agreement including the Maximum Exposure Cap) and use the proceeds of such Loans consistent with the 12-week budget of the Borrower and its North American Subsidiaries delivered to the Banks on September 12, 2001. In addition, on each date on which the Borrower or any of its Subsidiaries receives any Liquidation Proceeds (as defined in Paragraph 7 of the Tenth Amendment and Forbearance), proceeds from the sale of assets (excluding the sale of inventory in the ordinary course and the sale of assets under and in accordance with the Burdale Financing) or repayments on the intercompany note from Xxxxxxxx Casting UK Limited, the Borrower shall promptly notify the Agent thereof. From and after the date of receipt of such Liquidation Proceeds, proceeds from the sale of assets (excluding the sale of inventory in the ordinary course and the sale of assets under and in accordance with the Burdale Financing) or repayments on the intercompany note from Xxxxxxxx Casting UK Limited, the aggregate principal amount of Loans (including Swing Loans) and Letters of Credit outstanding may not exceed the total Commitments in effect on the date immediately prior to...
Maximum Exposure. Notwithstanding anything in Article VI above and to the contrary, the aggregate liability of Sellers for indemnification under this Agreement shall not exceed the Cap, except for a breach of a Fundamental Representations in which case the aggregate liability of the Seller for indemnification shall not exceed the Purchase Price. The "Cap" shall be an amount equal to twenty-five percent (25%) of the Purchase Price.
Maximum Exposure. Notwithstanding anything contained herein to the contrary, the Lender shall not be obligated to provide the proceeds of any Loan if, immediately after such proceeds being provided, the sum of (i) all amounts outstanding hereunder and under the Note, (ii) all amounts outstanding under the Other Note (as defined in section 4.8 hereof), and (iii) all amounts due but unpaid to PWES under the Overhaul Agreement, and (iv) the value of all other Affiliate Obligations, if any, would exceed $20,000,000.00.
