Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement, except for the Company’s indemnity obligations under Section 5 and the City’s obligation to make TIF Payments to the Company, neither the Company’s nor the City’s net liability under the Agreement shall exceed Ten Million Dollars ($10,000,000.00) (the “Maximum Liability Amount”). Except in connection with such indemnity obligations, in no event will the Company be liable to the City, nor the City to the Company, for (i) any damages, liabilities, fees, costs, expenses, penalties, diminishments in value, losses or payments that exceed, in the aggregate, the Maximum Liability Amount, or (ii) any indirect, reliance, exemplary, incidental, speculative, punitive, special, consequential of similar damages that may arise in connection with this Agreement.
Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, but subject to Section 9.10(b), the maximum aggregate liability, whether in equity or at law, in contract or in tort, or otherwise, taking into account any payment of the Parent Termination Fee or Company Termination Fee, as applicable, and any other payment in connection with any Transaction Document or otherwise, as applicable, of any Related Party (i) for any willful and material breach under this Agreement or any Transaction Document; (ii) in connection with the failure of the Merger (including the Financing) or the other transactions contemplated by this Agreement or under the Transaction Documents to be consummated; or (iii) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any Transaction Document will, collectively, not exceed under any circumstances an amount equal to $111,914,539.
Maximum Liability Amount. The maximum administrative civil liability amount is the maximum amount allowed by Water Code section 13385: (1) $10,000 for each day in which the violation occurs; and (2) $10 for each gallons exceeding 1,000 gallons that is discharged and not cleaned up. The maximum liability for the violation is $82,105,600.
Maximum Liability Amount. Notwithstanding anything to the contrary contained in this Agreement, if the Closing of the transactions hereunder shall have occurred: (i) the Contributor shall have no liability (and the Partnership shall make no claim against the Contributor) for a breach of any representation or warranty or any other obligation of the Contributor or for indemnification under this Agreement or any document executed by the Contributor in connection with this Agreement which relates in any manner to the transactions contemplated hereby unless and only to the extent the valid claims for all such breaches and indemnifications collectively aggregate to more than Ten Thousand Dollars ($10,000.00) (the “Basket”) and the liability of the Contributor under this Agreement and such other documents delivered in connection with the transactions contemplated hereby shall in no event exceed (except as provided below), in the aggregate, an amount equal to One Hundred Thousand Dollars ($100,000.00) (the “Cap”); and (iii) in no event shall the Contributor be liable for any consequential or punitive damages.
Maximum Liability Amount. Notwithstanding any other provisions herein to the contrary, the aggregate liability of the undersigned for obligations and liabilities of Tenant under the Lease shall not exceed the Maximum Liability Amount (as defined below) in effect at the time the liability arises or is incurred, plus costs of enforcement of this Guaranty. The term "Maximum Liability Amount." means the amount of $336,000.00. Executed on this day 11th of June, 2006 By: /s/ Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx, an individual By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx an individual Dated: 7/11/06 STATE OF CALIFORNIA) ) SS: COUNTY OF LOS ANGELES) On July 11, 2006 , before me, Xxxx Xxxx, a Notary Public, personally appeared Xxxxx Xxxxxxxx Xxxxxxxxx, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. By: /s/ Xxxx Xxxx Xxxx Xxxx Notary public On, before me, Xxxx Xxxx, a Notary Public, personally appeared Xxxxx X. Xxxxxxxxx, personally known to me (or proved to me on the basis or satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acicnowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their simiature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. By: /s/ Xxxx Xxxx Xxxx Xxxx Notary Public XXXXXXX XXXXXX 1995, LLC c/o Xxxxxxx, Xxxxxx and Company 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx Xxxxxx. California 90401 Letter of Credit No. Ladies and Gentlemen: 1 We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the abcount of PLATINUM STUDIOS, LLC, a California limited liability company ("Applicant") the aggregate amount of THREE HUNDRED AND THIRTY-Sa. THOUSAND DOLLARS (S336,000.00). Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any and all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by XXXXXXX XXXXXX 1995, LLC, a Delaware limited liability company ("Belieficiary") when accompanied by this Letter of Credit an...
Maximum Liability Amount. Notwithstanding anything to the contrary in this Agreement, neither the Company’s nor the City’s or the CIC’s net liability to the other Party under this Agreement shall exceed Ten Million and No/100 Dollars ($10,000,000.00) (the “Maximum Liability Amount”). In no event will the Company be liable to the City or the CIC, nor the City or the CIC liable to the Company, for (i) any damages, liabilities, fees, costs, expenses, penalties, diminishments in value, losses or payments that exceed, in the aggregate, the Maximum Liability Amount, or (ii) any indirect, reliance, exemplary, incidental, speculative, punitive, special, consequential or similar damages that may arise in connection with this Agreement.
Maximum Liability Amount. Notwithstanding anything to the contrary set forth in this Agreement, the maximum aggregate liability of the Buyer Parties to the Seller Parties (and any Affiliate thereof) for all losses, claims, damages, liabilities, obligations, costs and expenses (including legal fees) of whatsoever kind or nature which in any way arise from or in connection with this Agreement or the performance or non-performance of the Transition Services, the Remediation Services or any other obligations of a Buyer Party hereunder (including those arising under Article III and this Article VII) shall be limited to a total aggregate amount of (i) $250,000, in the event the Buyer does not deliver to Seller a Buyer EBITDA Notice and (ii) $500,000, in the event the Buyer does deliver to Seller a Buyer EBITDA Notice (the “Maximum Liability Amount”).
Maximum Liability Amount. Notwithstanding anything to the contrary, in the event the Agreement is validly terminated, the maximum aggregate liability of Parent and Merger Sub, on the one hand, and the Company, on the other hand, whether in equity or at law, in contract or in tort, or otherwise, taking into account any payment of the Parent Termination Fee or Company Termination Fee, as applicable, and any other payment in connection herewith (i) for any Willful Breach; (ii) in connection with the failure of the Merger (including the Financing) or the other transactions contemplated by this Agreement to be consummated; or (iii) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement or any document delivered by either party in connection herewith shall, collectively, not exceed under any circumstances an amount equal to the Parent Liability Cap, with respect to Parent and Merger Sub, and an amount equal to the Company Liability Cap, with respect to the Company.
Maximum Liability Amount. (a) Prior to achievement of Minimum Stable Load, Contractor’s and its Subcontractors’ liability for claims by Owner arising out of or relating to the performance or non-performance of obligations or the Work shall in no event be greater in the aggregate than an amount equal to *** percent (***%) of the Contract Price (“Maximum Total Liability”).
(b) Upon the achievement of Minimum Stable Load, the Maximum Total Liability shall be reduced to *** Dollars ($***).
(c) Upon the achievement of Substantial Completion, the Maximum Total Liability shall be reduced to *** Dollars ($***); provided, that an additional ***Dollars ($***) shall be available to remedy any Defects that prevent the Project from achieving the stack test Emission Guarantees until such time as Contractor has achieved such Emissions Guarantees relating to the stack test; provided, further, that Contractor shall, in addition to the Maximum Total Liability following Substantial Completion, remain liable for the undisputed amount of any Delay Liquidated Damages hereunder previously incurred and subject to the applicable cap in Section 31.2.2 below. *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. EXECUTION COPY 113
Maximum Liability Amount. (i) a certificate of the Borrower as to the Adjusted Net Worth and Valuable Transfers (each as defined in the Subsidiary Guarantee) of and received by applicable to each of the Subsidiary Guarantors as at the date of issue of the Subsidiary Guarantee;
(ii) evidence as to subordination of intercompany debt of Subsidiary Guarantors prior to the issue of the Subsidiary Guarantee sufficient to ensure that the Adjusted Net Worth (as defined in the Subsidiary Guarantee) of each Subsidiary Guarantor is a positive figure and that any such inter-company indebtedness remaining after the issue of the Subsidiary Guarantee is subordinated in the terms required by clause 2.3 of the Subsidiary Guarantee;
(iii) evidence as to the application of the full proceeds of the Loan in making Valuable Transfers (as defined in the Subsidiary Guarantee) to the Subsidiary Guarantors in the form of loans made by the Borrower to the Subsidiary Guarantors;
