Maximum Indemnity Amount Sample Clauses

Maximum Indemnity Amount. “Maximum Indemnity Amount” is defined in Section 8.4.
Sample 1
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Maximum Indemnity Amount. In no event shall the amount for which Sellers (individually or together) or Buyers and Pure Fishing (individually or together) shall be liable as Indemnity Obligors hereunder exceed, in the aggregate, Four Million Four Hundred Thousand and No/100 Dollars ($4,400,000.00) (the “Cap”) other than for any breaches of Sections 8.1(a)(ii) and (iii), 8.1(b)(ii) and (iii) and 8.2(b), (c), and (d); provided that the liability of the Sellers with respect to any Losses suffered by the Buyer Indemnitees as a result of any facts or circumstances which constitute a breach of any representation or warranty described in Sections 3.5, 3.11, 3.13, 3.14(a), 4.5(b), 4.6(b) (provided that if Sellers are unable to transfer any RA Brands Purchased Asset to Buyers or if Sellers are unable to transfer any RA Brands Purchased Assets to Buyers free and clear of all Liens, in each case as a result of a breach of Section 4.6(a) hereof, then any Loss resulting from such breach of Section 4.6(a) shall also not be subject to the Cap), 4.9 or 4.10 shall not be subject to the Cap, provided further, in no event shall the aggregate amount for which Sellers (individually or together) or Buyers (individually or together) shall be liable as an Indemnity Obligor hereunder exceed, in the aggregate, the Purchase Price.
Sample 1
Maximum Indemnity Amount. Under no circumstances shall Seller or Zonagen be required to indemnify and hold harmless the Purchaser Indemnified Parties under this Agreement with respect to Losses or Expenses incurred by the Purchaser Indemnified Parties (other than in respect of Excluded Liabilities or Taxes) in an aggregate amount in excess of $250,000 (the "Maximum Indemnity Amount"). Notwithstanding anything herein to the contrary, (i) the amount of Losses, Expenses and Taxes indemnifiable by Seller and Zonagen hereunder shall be reduced by the amount of (a) insurance proceeds, or (b) amounts from third parties, regardless of when received, and (ii) the Seller and Zonagen shall not have liability for punitive or exemplary damages. Except for (i) remedies that cannot be waived as a matter of law and (ii) remedies set forth in any agreement, instrument or document being or to be executed and delivered by Purchaser, Zonagen or Seller under this Agreement or in connection herewith on the Closing Date, this Article VIII shall be the exclusive remedy of Purchaser for any breach of any representation or warranty, or any breach of any covenant or agreement contained herein or in any closing document executed or delivered pursuant to the provisions hereof.
Sample 1
Maximum Indemnity Amount. Notwithstanding any other provision hereof, an Indemnified Party may recover the amount of any Loss from the Indemnity Obligator only if (but not only to the extent that) the amount of the Loss, when added to all other Losses incurred by the Indemnified Party, shall exceed $100,000. The liabilities of each Company Stockholder hereunder as an Indemnity Obligor shall further be limited to that portion of the Merger Consideration attributable to such Company Stockholder by virtue of the shares of Company Common Stock and Company Preferred Stock held by such Company Stockholder that is held in escrow pursuant to the terms of the Escrow Agreement. In the event that Acquiror or the Surviving Corporation shall suffer a Loss subject to indemnity hereunder by the Company Stockholders, and Acquiror or the Surviving Corporation shall deliver a notice thereof as provided in Section 8.4 to the Stockholders' Representative and the Escrow Agent, such Indemnified Party shall be entitled to recover up to the full amount of such Loss from the portion of the Merger Consideration held pursuant to the Escrow Agreement, subject to the terms thereof.
Sample 1
Maximum Indemnity Amount. In no event shall the aggregate amount for which Seller or IQE shall be liable as an Indemnity Obligor hereunder exceed $3,000,000; provided, however, that this Section 8.8 shall not apply to breaches of the Fundamental Reps.
Sample 1
Maximum Indemnity Amount. Notwithstanding any other provision hereof, an Indemnified Party may recover the amount of any Loss from the Indemnity Obligor only if (but not only to the extent that) the amount of the Loss, when added to all other Losses incurred by the Indemnified Party, shall exceed $250,000. Notwithstanding the foregoing, in no event shall the aggregate amount for which an Indemnity Obligor shall be liable to an Indemnified Party hereunder exceed ten percent (10%) of the Aggregate Earn-Out Consideration. 7.7.
Sample 1
Maximum Indemnity Amount. Save and except as provided herein, in no ------------------------ event shall the aggregate amount for which Warranting Shareholders shall be liable as Indemnity Obligors under Section 10.1(a) exceed ten percent of the Final Purchase Price, except for (i) claims resulting from an inaccuracy, ------ misrepresentation or breach of the representations and warranties made in Sections 2.1, 2.3, 2.4, 3.1, 3.2, 3.5, 3.21, 3.29, 4.1, 4.2, or 4.6, as to which there shall be no limit (ii) claims based upon fraud, as to which there shall be no limit or (iii) claims based upon Section 3.22, under which the aggregate amount for which Warranting Shareholders shall be liable as Indemnity Obligors shall not exceed thirty percent of the Final Purchase Price. The amount for which Warranting Shareholders shall be liable as Indemnity Obligors pursuant to claims made under Section 10.1(c), when aggregated with claims referred to in Clause (iii) of the foregoing sentence, shall not exceed thirty percent of the Final Purchase Price.
Sample 1
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Related to Maximum Indemnity Amount

  • Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:

  • Expenses; Indemnity; Damage Waiver (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

  • Liability Cap Subject to the Sections titled ‘Unlimited Liability’ and ‘Exclusion of Damages’, the maximum aggregate liability of either party (or its respective Affiliates or SAP’s subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in the Contract Term will not exceed the fees paid for Individual Orders during the Contract Term up until the date upon which the incident occurred whereby liability arose.

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