Maximum Liability Cap definition

Maximum Liability Cap means an amount equal to [***], which amount shall be increased or decreased by [***] of the amount of the related adjustment to the Contract Price in connection with the exercise of any Scope Options.
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Maximum Liability Cap has the meaning set forth in Section 8.2(c).
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Maximum Liability Cap means an amount equal to [***], which amount shall be increased by [***] of the amount of the related adjustment to the Contract Price in connection with the exercise of any Scope Options.
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Examples of Maximum Liability Cap in a sentence

  • The Parties may consider circumstances in which the Government Maximum Liability Cap may increase, by way of example, in the event of any agreed refinancing.

  • Notwithstanding anything to the contrary set forth in this Agreement or the Interim Investors Agreement, in the event of any Material Rollover Breach or any Breach (as defined in the Interim Investors Agreement), in no event shall the aggregate liability of the Stockholders hereunder and SPC (as defined in the Interim Investors Agreement), in the aggregate, exceed an amount equal to the Maximum Liability Cap (as defined in the Interim Investors Agreement).

  • BAYER AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY CLAIM BY GENZYME OR ITS AFFILIATES FOR ANY LOST PROFITS ARISING UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SPECIFICALLY PERMITTED UNDER THIS SECTION 13.1.3. The recovery for any amounts of lost profits from Bayer and its Affiliates under this Agreement and any Ancillary Agreements shall be applied against the Maximum Liability Cap.

  • Subject to the Maximum Liability Cap, Seller agrees to indemnify, defend, and hold Purchaser harmless from and against, and to reimburse Purchaser with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees, paralegal fees, court costs, and expenses of litigation) incurred by Purchaser by reason of or arising out of the breach of any representation or warranty of Seller set forth herein.

  • The Company hereby agrees that (i) the Guarantor shall in no event be required to pay an amount in excess of the Maximum Liability Cap under or in respect of this Limited Guaranty, and (ii) neither the Guarantor nor any Guarantor Affiliate (as hereinafter defined) shall have any obligation or liability to any person relating to, arising out of or in connection with, this Limited Guaranty, other than as expressly set forth herein.

  • Each Guarantor hereby absolutely, irrevocably and unconditionally, on a joint and several basis, guarantees to Lender the immediate payment upon demand of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) and the timely” performance of all other obligations under this Agreement and the other Contracts in an amount not to exceed in the aggregate for all Guarantors the Maximum Liability Cap.

  • Such payment shall be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation) and, subject to the Maximum Liability Cap, upon liquidation of the Partnership, shall be paid to recourse creditors of the Partnership or be distributed to other Partners in accordance with the positive balances in their Capital Accounts.

  • The Guarantor acknowledges that the Company has specifically relied on the accuracy of the representations and warranties contained in this Section 13 and, in the event of any breach hereof, the Company will have a right to seek appropriate damages and any such damages will be a “Guaranteed Obligation” for purposes of this Agreement; provided, however, that in no event will Guarantor’s liability exceed the Maximum Liability Cap regardless of the circumstances.

  • The Seller Parties, shall not be subject to levy, lien, execution, attachment or other enforcement procedure for the satisfaction of any of Buyer’s rights or remedies under or with respect to this Agreement, at law, in equity or otherwise, provided the foregoing shall not limit the rights of Buyer to pursue claims against the Property (and the proceeds from the sale thereof), but only up to the Maximum Liability Cap.

  • In the event that a General Partner has a negative balance in its Capital Account following the liquidation of the Partnership or such Partner Interest, after taking into account all Capital Account adjustments for the Partnership taxable year in which such liquidation occurs, such Partner, subject to the Maximum Liability Cap, shall pay to the Partnership in cash an amount equal to the negative balance in such Partner’s Capital Account.


More Definitions of Maximum Liability Cap

Maximum Liability Cap shall have the meaning given such term in the Gas Supply Contract.
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Maximum Liability Cap means an amount equal to the outstanding Obligations.
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Maximum Liability Cap means the maximum liability cap as specified in the Transaction Documents, or if not specified, an amount equal to the product of Contract Price and Firm Quantity of the relevant delivery. NOR: means a notice of readiness sent by (i) the Receiving Vessel’s master or its agent to Seller or (ii) the Bunker Vessel’s master or its agent to Buyer, by email or other mutually agreed means of communication indicating that the relevant vessel is in all respects ready to commence the Bunkering Operation.
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Maximum Liability Cap. In connection with this Agreement, Advisor is acting as the investment adviser to Seller and shall not have any individual liability hereunder. No shareholder, officer, employee or agent of or consultant to Advisor or of or to Seller shall be held to any personal liability hereunder, and no resort shall be had to their property or assets, or the property or assets of Advisor for the satisfaction of any claims hereunder or in connection with the affairs of Advisor. Furthermore, Seller’s liability under this Agreement is explicitly limited to Seller’s interest in the Property, including any proceeds thereof. Purchaser shall have no recourse against any other property or assets of Seller, if any, any assets of Advisor, or to any of the past, present or future, direct or indirect, shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or representatives of Seller or the Advisor (collectively, “Seller Parties”) or of any of the assets or property of any of the Seller Parties for the payment or collection of any amount, judgment, judicial process, arbitral award, fee or cost or for any other obligation or claim arising out of or based upon this Agreement and requiring the payment of money by Seller. Except as otherwise expressly set forth in this Agreement, neither Seller nor any Seller Party shall be subject to levy, lien, execution, attachment or other enforcement procedure for the satisfaction of any of Purchaser’s rights or remedies under or with respect to this Agreement, at law, in equity or otherwise. Purchaser shall not seek enforcement of any judgment, award, right or remedy against any property or asset of Seller or any Seller Parties other than Seller’s interest in the Property or any proceeds thereof. The provisions of this Section shall survive the termination of this Agreement.
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Maximum Liability Cap has the meaning given in clause 29.6;
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Maximum Liability Cap has the meaning specified in Section 10.08(c).
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Related to Maximum Liability Cap

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Maximum Limit means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Aggregate Limit shall have the meaning assigned to such term in Section 1.1 hereof.

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Aggregate Amount means the aggregate amount by which the resolution authority has assessed that eligible liabilities are to be written down or converted, in accordance with Article 46(1);

  • Maximum Daily Limit means the maximum allowable "Daily Concentration" (defined above) when expressed as a concentration (e.g. mg/l), otherwise, it means the maximum allowable "Daily Quantity" as defined above, unless it is expressed as a flow quantity. If expressed as a flow quantity it means "Maximum Daily Flow" as defined in Section 22a-430-3(a) of the RCSA.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Daily Maximum Limit means the maximum allowable discharge of a pollutant during a calendar day. Expressed as units of mass, the daily discharge is cumulative mass discharged over the course of the day. Expressed as a concentration, it is the arithmetic average of all measurements taken that day.

  • Maximum Swingline Amount means $5,000,000.

  • AND LIABILITY LIMITS State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

  • Maximum Loan Amount has the meaning set forth in Section 2.1(a).

  • Minimum Equity Amount shall have the meaning provided in the recitals to this Agreement.

  • Maximum Undrawn Amount means with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

  • Bankruptcy Loss Coverage Amount As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading, qualification or withdrawal of the then current ratings assigned to the Classes of Certificates rated by it.

  • Maximum Line means $5,000,000, unless said amount is reduced pursuant to Section 2.6, in which event it means the amount to which said amount is reduced.

  • Total Amount means the total amount of the Grant as set out in the Grant Schedule.

  • Maximum Facility Amount means the aggregate Commitments as then in effect, which amount shall not exceed $200,000,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Maximum Term Loan Amount means Forty Million and No/100 Dollars ($40,000,000).

  • Initial Bankruptcy Loss Coverage Amount $226,715.

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.