Overall Limit Sample Clauses

Overall Limit. For any Participant of this Plan who at any time participated in a defined benefit plan of the Employer, the rate of benefit accrual by such Participant in each defined benefit plan in which the Participant participates during the Limitation Year will be reduced to the extent necessary to prevent the sum of the following fractions, computed as of the close of the Limitation Year, from exceeding 1.0: Project Annual Benefit of the Participant under all defined benefit plans divided by The lesser of (1) the product of 1.25 multiplied by the dollar limitation in effect under Code Section 415(b)(1)(A) for such Limitation Year, or (2) the product of 1.4 multiplied by the amount which may be taken into account under Code Section 415(b)(1)(B) with respect to such Participant for such Limitation Year plus The sum of Annual Additions to such Participant's Aggregate Account under all defined contribution plans in such Limitation Year and for all prior Limitation Years
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Overall Limit. The aggregate amount of: (a) Outstanding Purchase Price; and (b) all L/C Exposures. shall not at any time exceed the Facility Limit.
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Overall Limit. (a) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claims against them for indemnity under Sections 8.2 (excluding claims for actual tax liability, interest and penalties), 8.3 or 8.4 of this Agreement, either as asserted or as ultimately determined, except and to the extent that such claims exceed Two Hundred Fifty Thousand ($250,000.00) Dollars in the aggregate, and the maximum collective liability of Sellers for any and all claims against them for indemnity under Sections 8.2 (excluding claims for actual tax liability, interest and penalties owing by PRI or NCL in respect to the periods prior to the Effective Date), 8.3 and 8.4 of this Agreement, shall not exceed Fifteen Million ($15,000,000.00) Dollars, provided that claims for which Sellers are not liable by virtue of the Two Hundred Fifty Thousand ($250,000.00) Dollar exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability. For purposes of Section 8.2, the amount of the actual tax liability (including interest and penalties) is not subject to the dollar floor and cap set out herein, however, all other expenses associated with the tax liability and subject to Section 8.2, such as attorney fees and costs of defense, are subject to the dollar floor and cap set out in this Section 8.9(a). (b) Notwithstanding anything in this Agreement to the contrary, including but not limited to, the provisions of Section 8.9(a), Sellers shall not be liable for any claims against them for indemnity under Section 8.4 of this Agreement, either as asserted or as ultimately determined, except and to the extent that such claims exceed Four Hundred Thousand ($400,000.00) Dollars in the aggregate, and Sellers' liability under Section 8.4 shall not exceed in the aggregate the following amounts, and Sellers will have no liability with respect to the indemnification set forth in Section 8.4 for any amount of claims which in the aggregate exceeds the following amounts: (i) For any claim asserted against Sellers for liability under Section 8.4 in the first twenty-four (24) months following the Closing Date the sum of Fifteen Million ($15,000,000.00) Dollars. (ii) For any claim asserted against Sellers for liability under Section 8.4 in the period comprising the twenty-fifth (25th) month through the thirty-sixth (36th) month following the Closing Date, the sum of Twelve Million ($12,000,000.00) Dollars. (iii) For any claim asserte...
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Overall Limit. Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim against them for indemnity under Sections 7.03(b) and (c) or 7.04 of this Agreement, either as asserted or as ultimately determined, equal to or less than $50,000.00 in the aggregate for all claims under those Sections, and the maximum collective liability of Sellers for any and all claims against them for indemnity under Sections 7.03(b) and (c) and 7.04 of this Agreement, shall not exceed Twenty-Five Million ($25,000,000.00) Dollars, provided that claims for which Sellers are not liable by virtue of the $50,000.00 exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability. Sellers liability under Subsection 7.03(b) shall not exceed in the aggregate Five Million ($5,000,000.00) Dollars, and Sellers will have no liability with respect to the indemnification set forth in Subsection 7.03(b) for any amount of claims which in the aggregate exceeds Five Million ($5,000,000.00) Dollars. Sellers liability under Subsection 7.03(c) shall not exceed in the aggregate Ten Million ($10,000,000.00) Dollars, and Sellers will have no liability with respect to the indemnification set forth in Subsection 7.03(c) for any amount of claims which in the aggregate exceeds Ten Million ($10,000,000.00) Dollars. Sellers liability under Section 7.04 shall not exceed in the aggregate Twenty-Five Million ($25,000,000.00) Dollars, and Sellers will have no liability with respect to the indemnification set forth in Section 7.04 for any amount of claims which in the aggregate exceeds Twenty-Five Million ($25,000,000.00) Dollars.
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Overall Limit. Contractor’s overall cumulative liability for damages to Owners arising under or in relation to this Agreement will in no event exceed an amount equal to [**] percent ([**]%) of the Target Price; provided, however, such limitation of liability shall not apply to, and no credit shall be issued against such limitations for: (i) Contractor’s indemnity obligations under this Agreement for direct loss due to personal injury, death or property damage; (ii) Claims which arise out of or result from fraudulent acts or violations of Applicable Law; and (iii) the proceeds of insurance required in accordance with Exhibit I.
Sample 1
Overall Limit. (a) Notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable for any claim or claims against them for indemnity under Sections 8.2 (excluding -39- claims for actual Tax liability, interest and penalties), 8.3 or 8.4 (excluding claims related to, resulting from or arising out of a breach of the representations and warranties made by the Sellers in Section 2.5 ("Capitalization Claims")) of this Agreement, until the aggregate value of all such claims, either as asserted or as ultimately determined, equals to or exceeds Two Hundred Fifty Thousand ($250,000) Dollars, and the maximum liability of each Seller for any and all claims against him for indemnity under Sections 8.2 (excluding claims for actual Tax liability, interest and penalties), 8.3 and 8.4 (excluding Capitalization Claims) of this Agreement, shall not exceed an amount equal to the product of (x) the percentage set forth opposite such Seller's name in Schedule 8.9 hereto, multiplied by (y) the Indemnity Cap. For purposes of this Section 8.9(a), the "Indemnity Cap" shall mean: (i) with respect to the first twenty-four (24) months following the Closing Date, the amount of Sixteen Million Dollars ($16,000,000.00); (ii) with respect to the period comprising the twenty-fifth (25th) month through the thirty-sixth (36th) month following the Closing Date, the amount of Thirteen Million Dollars ($13,000,000.00); and (iii) with respect to the period comprising the thirty-seventh (37th) month through the sixtieth (60th) month following the Closing Date, the amount of Ten Million Dollars ($10,000,000.00); In determining the aggregate maximum liability under subparts (i), (ii) and (iii) above, claims for which Sellers are not liable by virtue of the Two Hundred Fifty Thousand Dollar ($250,000.00) exclusion provided above in this Section shall not be counted as a claim in determining said maximum liability, and all claims asserted under Sections 8.2 (excluding claims for actual Tax liability, interest and penalties), 8.3 and 8.4 (excluding Capitalization Claims) at any time whether or not during the particular measuring period shall be cumulative. For example, if a claim totaling Sixteen Million Dollars ($16,000,000.00) is made in the sixth (6th) month following the Closing Date, the maximum liability cap shall have been met for the remainder of the five (5) year period for which any claim under Section 8.2 (excluding claims for actual Tax liability, interest and penalties), 8.3 or...
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Overall Limit. Overall Limit: Rs. /- Rupees ( (This Overall Limit may be increase/decrease or constituents of the Overall Limit may be modified by the Sanction Letter or Individual Facility Sanction Letter) Date of the Sanction Letter: Details of Individual Facility sanction under the sanction letter a) Cash Credit b) Overdraft Facility c) Term Loan d) Revolving Working Capital Loan e) Dealer Finance Facility f) Packing Credit Facility g) Bills Collection/Discounting/Purchase Facility h) Other facility (please specify) Overall Limit
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Related to Overall Limit

  • Aggregate Limit The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice or Optional Amount shall not violate Sections 2.2, 2.12 and 5.5 hereof.

  • Liability Limit THE REMEDY IN ANY CLAIM OR SUIT BY YOU AGAINST US WILL BE LIMITED TO DIRECT, ACTUAL DAMAGES, AND NEITHER NEXTERA ENERGY SERVICES OHIO, LLC NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT (INCLUDING LOSS OF PROFITS) OR PUNITIVE DAMAGES.

  • Pro Rata Shares Availability of Funds (a) All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder. (b) Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Type of Loans. Nothing in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

  • Increased Commitment Costs If any Lender shall determine in good faith that the introduction after the Closing Date of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender (or its Eurodollar Lending Office) or any corporation controlling such Lender, with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such central bank or other authority not imposed as a result of such Lender’s or such corporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) days after demand of such Lender, Borrower shall pay to such Lender, from time to time as specified in good faith by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount which arose prior to the date which is 180 days preceding the date of such demand or is attributable to periods prior to the date which is 180 days preceding the date of such demand. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.

  • Liability Limits (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Seller for indemnification under this Article IX for Purchaser Losses unless and until, and only to the extent that, the aggregate amount of such Purchaser Losses exceeds $450,000 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess of $450,000; provided, however, that Purchaser Losses related to Surviving Obligations shall not be subject to the Purchaser Basket nor shall they be included in calculating the Purchaser Basket. The total aggregate amount of the liability of Holdco and the Sellers for Purchaser Losses shall be limited to $11,000,000 (the “Purchaser Cap”); provided, however, that Purchaser Losses arising from Surviving Obligations shall not be subject to the Purchaser Cap. Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate liability of the Sellers and Holdco for indemnification pursuant to this Article IX exceed the amount equal to the Maximum Cap. (b) The Purchaser Indemnified Parties shall not be entitled to indemnification under this Article IX for Purchaser Losses to the extent such Purchaser Losses were (i) reflected as a liability on the Final Working Capital Schedule or (ii) included on the Closing Date Expense Statement or the Closing Date Indebtedness Statement and, with respect to the foregoing clause (ii), were paid at Closing. (c) Any indemnification obligation of the Sellers pursuant to this Article IX shall be satisfied first from the Escrow Fund, and if the Escrow Fund is insufficient, at the sole discretion of the Purchaser, (a) by Holdco and/or (b) by each of the Sellers on a several and not joint basis; provided that: (i) each Non-Individual Seller’s liability for any Purchaser Loss shall not exceed such Non-Individual Seller’s Seller Percentage of such Purchaser Loss, and in the event a Non-Individual Seller indemnifies a Purchaser Indemnified Party for a Purchaser Loss, such indemnification payment shall, with respect to such Purchaser Loss, reduce, dollar-for-dollar, the indemnification limits under Section 9.5(c)(ii) or Section 9.5(c)(iii), as applicable, of the Individual Seller to which such Non-Individual Seller is a Related Party; (ii) each Individual Seller’s liability for any Purchaser Loss shall not exceed such Individual Seller’s Indemnification Percentage of such Purchaser Loss, and in the event that an Individual Seller indemnifies a Purchaser Indemnified Party in an amount equal to such Individual Seller’s Indemnification Percentage of such Purchaser Loss, the Purchaser Indemnified Party may not seek indemnification from such Individual Seller’s Related Parties as a result of such Purchaser Loss; and (iii) each Individual Seller is responsible for 100% of any Purchaser Loss arising under Section 9.1(a) with respect to a breach by such Individual Seller or such Individual Seller’s Related Party of any representation in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, or 5.7. Notwithstanding the foregoing, the Purchaser may, at its sole discretion, set off any obligation of the Sellers for Purchaser Losses pursuant to this Article IX from any Earnout Amount payable to Holdco pursuant to the Earnout Agreement. In no event shall the Purchaser be entitled to use any of the funds held in the Escrow Fund to satisfy any of its indemnification obligations to any Seller Indemnified Party. (d) The amount of Purchaser Losses otherwise payable to the Purchaser Indemnified Parties pursuant to this Article IX shall be net of any insurance proceeds actually received by the Purchaser Indemnified Parties with respect to such Purchaser Losses under insurance policies maintained by the Company prior to the date hereof. (e) No Purchaser Loss or Seller Loss shall include punitive damages (unless required to be paid by the Indemnified Party in respect of a Third Party Claim).

  • Liability Cap TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SURVEYMONKEY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“GENERAL CAP”). NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (“SECURITY AND PRIVACY”) AND SECTION 9 ("CONFIDENTIALITY") ABOVE SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“ENHANCED CAP”). THE GENERAL CAP AND ENHANCED CAP WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY, (C) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR (D) CUSTOMER’S OBLIGATION TO PAY ANY UNDISPUTED FEES, INVOICES OR COSTS UNDER THIS AGREEMENT.

  • Reallocation of Pro Rata Share to Reduce Fronting Exposure During any period in which any Revolving Credit Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the allocation described in this clause (iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures satisfactory to such L/C Issuer (in its sole discretion).

  • Reallocation of Applicable Percentages to Reduce Fronting Exposure During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • Commitment Percentage With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement.

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