Parent Liability Limitation definition

Parent Liability Limitation shall have the meaning set forth in Section 9.4.
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Parent Liability Limitation has the meaning set forth in Section 10.12(c).
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Parent Liability Limitation is defined in Section 8.5(f) of the Agreement.
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Examples of Parent Liability Limitation in a sentence

  • Notwithstanding anything else in this Section 8.13, in no event will this Agreement be enforced without giving effect to Section 5.18, Section 7.2 (including the Parent Liability Limitation), Section 8.12(b) and Section 8.15.

  • Notwithstanding the previous sentence, but subject to Section 8.3, nothing in this Agreement will relieve any Party from any liability for any intentional common law fraud or any Willful Breach of this Agreement prior to the termination of this Agreement (subject to the Parent Liability Limitation or the Company Liability Limitation, as applicable).

  • In addition, notwithstanding anything to the contrary, in no event shall the Company be entitled to receive both the Parent Termination Fee pursuant to Section 7.4 and 89887722_19 150326672.16 monetary damages under any other provision of this Agreement other than reimbursement pursuant to Section 5.11, but subject to the Parent Liability Limitation.

  • It is also an advantage for complex systems, as the data protection questions will arise in context, not as some abstract task that needs a total overview of the system.

  • The parties acknowledge and agree that while the Company may pursue a grant of specific performance in accordance with Section 9.8(b) and payment of monetary damages up to the Parent Liability Limitation, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8(b) that results in the Closing occurring and (y) payment of monetary damages or of all or any portion of the Parent Termination Fee.

  • For the avoidance of doubt, nothing in this Agreement (including this Section 8.3(f)) shall relieve Parent or Merger Sub from any liability for willful breach in any circumstance in which this Agreement has been terminated and the Parent Termination Fee is not paid in full (but with the amount of any such liability not to exceed the Parent Liability Limitation).

  • For the avoidance of doubt, each of the parties hereto acknowledges and agrees that the provisions of this Agreement and the Equity Commitment Letter are intended to and shall allow the Company only a single recovery against Parent, Merger Sub and the Sponsor, which recovery under no circumstances shall exceed, in the aggregate, the Parent Liability Limitation.

  • Xx. 000, Xxxx Xxxxxx 0 Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx of China FAX: 000-00-000000 To Customer: BENCHMARQ MICROELECTRONICS, INC.

  • For the avoidance of doubt, in no event shall any Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Liability Limitation (it being understood that this limitation shall apply in the aggregate to the entire Seller Group), except as set forth in Section 7.09(d) and Section 9.03(g).

  • Notwithstanding the foregoing, but for the avoidance of doubt subject to the Parent Liability Limitation, payment of the Company Termination Fee or the Parent Termination Fee, as applicable, will not relieve either party from liability for any fraud or Willful Breach.


More Definitions of Parent Liability Limitation

Parent Liability Limitation has the meaning set forth in 8.06(h).
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Parent Liability Limitation has the meaning set forth in Section 7.3(f)(ii). “Parent Material Adverse Effect” means a Material Adverse Effect with respect to the Parent. “Parent Permits” has the meaning set forth in Section 3.10. “Parent Preferred Stock” has the meaning set forth in Section 3.2(a). “Parent Related Parties” has the meaning set forth in Section 7.3(f)(i). “Parent Related Party Transaction” has the meaning set forth in Section 3.12. “Parent SEC Reports” has the meaning set forth in Section 3.5(a). “Parent Share Price” has the meaning set forth in Section 1.7(i). “Parent’s Knowledge” means the actual knowledge, as of the date hereof, and after reasonable inquiry, of the individuals identified in Section 8.1 of the Parent Disclosure Schedule. “Parent Stock Consideration” has the meaning set forth in Section 1.6(c). “Parent Stock Issuance” has the meaning set forth in the Recitals. “Parent Stock Plan” means the (i) HNI Corporation 2007 Stock-Based Compensation Plan (ii) HNI Corporation 2017 Stock-Based Compensation Plan, (iii) 2017 Equity Plan for Non- Employee Directors of HNI Corporation, (iv) HNI Corporation 2021 Stock-Based Compensation Plan and (v) HNI Corporation Members’ Stock Purchase Plan, in each case as amended. “Parent Termination Fee” has the meaning set forth in Section 7.3(c). “Paying Agent” means a bank or trust company selected by Parent and reasonably acceptable to the Company, which shall be engaged by the Parent to act as paying agent for the payment of the Merger Consideration to the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time. “Payment Fund” means (i) cash in an amount sufficient to make payment of (A) the Cash Consideration pursuant to Section 1.6(c), (B) any dividends and other distributions pursuant to Section 1.7(h), and (C) cash in lieu of fractional shares, pursuant to Section 1.7(i), and (ii) the number of shares of Parent Common Stock in book-entry form issuable in respect of Eligible Shares pursuant to Section 1.6(c) (excluding fractional shares in accordance with Section 1.7(i)). “PEO” means a professional employer organization or “co-employer” with the Company or any of its Subsidiaries. “PEO Plan” has the meaning in the definition of Company Employee Plan.
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Parent Liability Limitation. Section 9.7(c) “Parent Representatives” Section 6.6(a)
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Related to Parent Liability Limitation

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

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

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Hovercraft Liability This policy does not cover "hovercraft liability".

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Consolidated Current Liabilities means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

  • 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.

  • Unfunded Current Liability of any Plan shall mean the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 87, based upon the actuarial assumptions used by the Plan's actuary in the most recent annual valuation of the Plan.

  • 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.

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any Sale-Leaseback Transactions that do not create a liability on the balance sheet of such Person, (iii) any obligation under a Synthetic Lease or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Nonrecourse Liability has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

  • non-current liabilities means all liabilities other than current liabilities

  • Defect Liability Period in relation to a work means the specified period from the date of COMPLETION CERTIFICATE upto the date of issue of FINAL CERTIFICATE during which the CONTRACTOR stands responsible for rectifying all defects that may appear in the works executed by the CONTRACTOR in pursuance of the CONTRACT and includes warranties against Manufacturing/Fabrication/ Erection/Construction defects covering all materials plants, equipment, components, and the like supplied by the CONTRACTOR, works executed against workmanship defects.

  • Recourse Liabilities means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • Capitalized Lease Liabilities means the principal portion of all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

  • Aircraft Liability This policy does not cover "aircraft liability".

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Nonrecourse Liabilities has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

  • Common expense liability means the liability for common

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Consolidated Total Liabilities means total liabilities and all mandatorily redeemable preferred stock of Borrower and its Restricted Subsidiaries, on a consolidated basis, all as determined in accordance with GAAP.