UPPER LIMITS Sample Clauses
The "Upper Limits" clause sets a maximum cap on certain obligations, liabilities, or payments within a contract. Typically, this clause specifies the highest amount a party can be required to pay or be held responsible for, such as limiting damages, indemnification, or total compensation. By establishing a clear ceiling, the clause provides predictability and protects parties from unlimited or unforeseen financial exposure, thereby allocating risk and ensuring both sides understand the extent of their potential commitments.
UPPER LIMITS. Within the total AGREEMENT amount, there are separate upper limits for labor (which includes the labor multiplier, QC/QA, and Phase III if applicable) 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.
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:
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.
UPPER LIMITS. The aggregate liability of the Warrantors for all Claims shall be limited to the amount of US$50,000,000.
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.
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.
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.
UPPER LIMITS. The aggregate liability of the Seller for all Claims shall be limited to 75% of the Consideration.
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.
UPPER LIMITS. Within the total AGREEMENT amount, there are separate upper limits for labor (payroll and overhead), fixed fee and direct costs that cannot be exceeded. The SUBCONSULTANT is to invoice at the actual cost up to these upper limits. The DEPARTMENT will only reimburse direct costs included in the AGREEMENT.