Maximum Liabilities Clause Samples
The Maximum Liabilities clause sets a cap on the total amount of financial responsibility one party may have to the other under a contract. Typically, this clause specifies a fixed dollar amount or ties the limit to the value of the contract, and it may exclude certain types of damages, such as those resulting from gross negligence or willful misconduct. Its core function is to allocate and limit risk, providing both parties with certainty about their potential exposure and helping to prevent disproportionate losses in the event of a breach or dispute.
Maximum Liabilities. In no event shall the maximum ------------------- aggregate liability of the Selling Parties with respect to all claims under this Article IX exceed the aggregate amount of the Purchase Price.
Maximum Liabilities. Immediately prior to Closing, Genesis will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which have not been paid or discharged at that time.
Maximum Liabilities. Immediately prior to Closing, other than professional fees, ATC will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $165,000, which have not been paid or discharged at that time.
Maximum Liabilities. The Closing Net Liability Amount shall not be greater than $33,950,000. "Closing Net Liability Amount" means the sum of: (i) the aggregate amount of the liabilities, other than the current liabilities of the Company and its Subsidiaries, (ii) the aggregate amount of the current portions of all non-current liabilities of the Company and its Subsidiaries (e.g., the portion, if any, of the principal amount of any long-term indebtedness of the Company which is classified under generally accepted accounting principles as a current liability by virtue of the fact that such portion is due and payable within one year of the time in question), (iii) without duplication of any amount described in clause (ii) above, the aggregate amount of all unpaid accrued interest which is part of the current liabilities of the Company and its Subsidiaries, and (iv) the excess, if any, of the aggregate amount of the current liabilities of the Company and its Subsidiaries not described in clause (ii) or clause (iii) over the aggregate amount of the current assets of the Company and its Subsidiaries; in each of the foregoing cases determined on a consolidated basis as of the time of the Closing in accordance with generally accepted accounting principles; (i)
Maximum Liabilities. Buyer shall be satisfied that the aggregate sum of (i) Indebtedness for Borrowed Money, (ii) Intercompany Debt, (iii) Financing Leases, (iv) Accounts Payable, (v) Accrued Liabilities, (vi) bank drafts payable as of the Closing Date, and (vii) the excess of Intercompany Accounts Payable over Intercompany Accounts Receivable does not exceed Twenty Eight Million Two Hundred Thousand Dollars ($28,200,000). Notwithstanding the above, if any of the conditions set forth in this Article VII have not been satisfied, Buyer may in its sole discretion elect to proceed with the consummation of the transactions contemplated hereby.
Maximum Liabilities. The sum of (i) the Closing Liabilities, (ii) Indebtedness of the Company and its Subsidiaries that remains (or is expected to remain) outstanding as of immediately prior to the anticipated Closing, (iii) the Transaction Expenses that remain (or are expected to remain) outstanding as of immediately prior to the anticipated Closing, (iv) the Escrow Amount and (v) the Expense Fund Amount shall not exceed an amount equal to (x) $125,000,000 plus (y) an amount equal to the Cash and Cash Equivalents (excluding Restricted Cash) included in the calculation of the Aggregate Share Value; provided, that if the Estimated Net Adjusted Working Capital is negative, the amount of Cash and Cash Equivalents shall be reduced by the difference between zero and the Estimated Net Adjusted Working Capital for purposes of this clause (y).
Maximum Liabilities. Immediately prior to Closing, other than professional fees, EDVP will not have any net liabilities or net obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, after taking into account EDVP’s cash and cash equivalents and receivables, that could in the aggregate exceed $20,000 which have not been paid or discharged at that time.
Maximum Liabilities. Immediately prior to Closing, other than professional fees, EGCT will not have any net liabilities or net obligations either direct or indirect, matured or un-matured, absolute, contingent or otherwise, after taking into account EGCT’s cash and cash equivalents and receivables, that have not been disclosed in the EGCT SEC Reports.
Maximum Liabilities. Immediately prior to Closing, Actiga will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $40,000, which have not been paid or discharged at that time.
Maximum Liabilities. On Closing, the Sellers shall be responsible for any Interim Liabilities not incurred in the Ordinary Course of Business of Interim; Interim shall have no more than $114,000 in Liabilities at December 31, 2004; and the Sellers shall indemnify and hold Wizzard and Interim harmless from and against any liabilities in excess of such amount or from and against any claim of any type or nature whatsoever that is based upon any act, omission, occurrence or other event occurring prior to Closing (the "Mosher Liabilities"). ▇▇▇▇ithstanding the foregoing, the maximum indemnity obligation of Mosher is limited to ▇▇% ▇▇ the cash payment portion of the Purchase Price, provided there is no fraud or deceit on the part of the Sellers in this respect. Additionally, Mosher shall not have ▇▇▇ ▇ndemnity obligation with respect to any liability that is or would be covered by insurance carried by Interim on the date of Closing. Buyer shall undertake to make Interim pay all debts and liabilities of Interim other than the Mosher Liabilities an▇ ▇▇▇▇l indemnify and hold Mosher harmless from ▇▇▇ ▇▇ainst any liabilities of Interim other than the Mosher Liabilities. ▇▇ ▇▇▇ event Mosher has personally ▇▇▇▇▇nteed any obligations of Interim, Buyer shall undertake to get Mosher released from ▇▇▇▇ ▇ersonal guarantees and, if necessary, will pay any indebtedness as necessary to obtain such release. Notwithstanding the foregoing, Mosher will remain as ▇ ▇▇▇rantor on the 120 day loan at Hilltop National Bank in the principal amount of $250,000; provided, however, that Christopher J. Spence▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇do▇ ▇▇▇▇▇ ▇▇▇ ▇▇an ▇▇▇▇▇▇▇▇ ▇▇all p▇▇▇▇▇▇▇▇▇ ▇▇▇ranty to Mosher that the loan ▇▇▇▇ ▇e paid when due and that Mosher will not incur ▇▇▇ ▇ersonal liability for such loan.