UPPER LIMITS Sample Clauses

UPPER LIMITS. Within the total AGREEMENT amount, there are separate upper limits for labor (which includes overhead, QC/QA, Phase III if applicable, and fixed fee) and direct costs that cannot be exceeded. The CONSULTANT is to invoice at the actual cost up to these upper limits. The DEPARTMENT will only reimburse direct costs included in the AGREEMENT.
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UPPER LIMITS. The aggregate liability of each Warrantor for all claims under the Warranties set out in Part 1 of Schedule 6 is limited in:
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UPPER LIMITS. Subject always to paragraphs 3.2 and 3.3 below, the total aggregate liability of each Seller under this Agreement shall be limited to: (i) the amount of Consideration received by such Seller; plus (ii) such Seller’s pro rata percentage of the Bank Indebtedness outstanding on the Completion Date, together with all unpaid interest up to and including the Completion Date; plus (iii) (to the extent applicable) any amounts received by the relevant Seller in respect of the Bridgepoint Loan Note Indebtedness and the SPP Loan Note Indebtedness.
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UPPER LIMITS. 3.1 The aggregate liability of each Seller for all claims shall be limited to the amount set out opposite its name in column (2) below.
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UPPER LIMITS. 3.1 The total aggregate liability of each Warrantor for all Claims shall be limited to the amount set out opposite his name in column (3) of Schedule 3 (a “Warrantor’s Cap”). For the purposes of these limits, the liability of the Warrantors shall be deemed to include the amount of all costs, expenses and other liabilities (together with any irrecoverable VAT thereon) payable by the Warrantors in connection with the satisfaction, settlement or determination of any such Claim. 3.2 Subject to clause 2.1, the liability of each of the Warrantors who is so liable for each individual Claim shall not exceed the Warrantor’s Relevant Proportion of the liability under such Claim subject always to the Warrantor’s Cap, whichever amount is the lesser. For the purposes of this paragraph 3.2 of this Schedule 2, each Warrantor’s “Relevant Proportion” shall mean the proportion which his individual Warrantor’s Cap bears to the aggregate total of the Warrantors’ Caps of all those Warrantors liable for that Claim.
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UPPER LIMITS. The aggregate liability of the Sellers for all claims shall be limited to: 3.1 €32,500,000 (thirty two million, five hundred thousand euro) for claims other than those set out in paragraphs 3.2 and 3.3 below; and 3.2 €56,875,000 (fifty six million, eight hundred and seventy five thousand euro) in respect of a claim under: 3.2.1 paragraphs 1 and 2 of Part IV of Schedule 3 (Assets); 3.2.2 Part V of Schedule 3 (Liabilities); 3.2.3 paragraph 7 of Part VI of Schedule 3 (Trading Arrangements); and 3.2.4 Part VIII of Schedule 3 (Insolvency); PROVIDED THAT the aggregate liability of the Sellers for claims which are the subject of sub-clauses 3.1 and 3.2 shall not exceed €56,875,000 (fifty six million, eight hundred and seventy five thousand euro); and 3.3 the amount of the Aggregate Consideration in respect of a claim under the Tax Deed, PROVIDED THAT the aggregate liability of the Sellers for all claims and any claims under the Tax Deed shall in no circumstances exceed the amount of the Aggregate Consideration. For the purposes of these limits, the liability of the Sellers shall be deemed to include the amount of all costs, expenses and other liabilities (together with any irrecoverable VAT thereon) payable by the Sellers in connection with the satisfaction, settlement or determination of any such claim.
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UPPER LIMITS. Adherence to agreed upper limits shall not relieve the Supplier from its obligation to process all complains or from its liability for all defective deliveries. If the agreed upper limits are exceeded, the Supplier will introduce effective improvement measures at short notice at its own expense and will keep PRETTL informed of progress on an on-going basis.
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UPPER LIMITS. The aggregate liability of the Seller for all Claims shall be limited to 75% of the Consideration.
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UPPER LIMITS. The aggregate liability of the Warrantors for all Claims shall be limited to the amount of US$50,000,000.
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Related to UPPER LIMITS

  • Dollar Limits Per Service Agreement Cost to diagnose, repair and/or replace - Per covered appliance $3,000

  • Minimum Limits The minimum limits to be maintained by the School (inclusive of any amounts provided by an umbrella or excess policy) shall be $1 million per occurrence/$3 million annual aggregate.

  • Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles $1,000,000 per occurrence

  • 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.

  • 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).

  • Other Limitations Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.

  • Minimum Amounts; Limitation on Number of Borrowings At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

  • 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.

  • Transfer Limitations We may limit the dollar amount or the number of transfers from your account. Please consult your Truth-in-Savings Disclosure or your Electronic Fund Transfers Agreement and Disclosure.

  • Maximum Total Compensation Subsection 10.1 is amended to Increase Decrease the Maximum Total Compensation from $ to $ .

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