Basket Amounts Sample Clauses

Basket Amounts. Anything hereinabove to the contrary notwithstanding, (i) YSI and the Seller shall not be liable for any Losses to Purchaser except to the extent that such Losses exceed, in the aggregate, $100,000.00, (ii) Purchaser shall not be liable for any Losses to YSI or the Seller, except to the extent that such losses, damages or deficiencies exceed, in the aggregate, $100,000.00, and, (iii) in addition to the foregoing, YSI and the Seller shall not be liable for any Losses to Purchaser on account of the breach of any representation or warranty in Section 2.18 except to the extent that any such Losses exceed, in the aggregate, $10,000, provided that (A) the limitations on the liability of the Purchaser provided for herein shall not apply to any failure of the Purchaser to observe or comply with its obligations under Sections 1.4, 1.5(d), 4.12 or 5.2(b) hereof or the indemnification obligation under Section 9.3(d); and (B) the limitations on the liability of YSI and the Seller provided for herein shall not apply to a breach of Section 2.17 hereof, any failure of YSI or the Seller to observe or comply with its or their obligations under Sections 1.5(d) or 4.12 hereof or the indemnification obligation reflected in Section 9.2(d), (e) and (f) hereof.
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Basket Amounts. 51 9.11 Limitation of Liability of the Seller and YSI................ 51 9.12
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Basket Amounts. Subject to Section 9.3(b), the Indemnitors shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) for any inaccuracy in or breach of any representation or warranty in this Agreement or pursuant to Section 9.2(a)(x)(A) (in respect of any matter referred to in Section 9.2(a)(i) or Section 9.2(a)(ii)) until such time as: (i) the amount of Damages that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, with respect to an individual claim exceeds $5,000 (it being agreed and understood that all Damages, whether in a single claim or in a group of related claims, relating to a particular fact, event, circumstance or occurrence (or a series of related facts, events, circumstances or occurrences, or facts, events, circumstances or occurrences having the same underlying, non-generic factual or legal basis) shall be aggregated for this purpose); and (ii) the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $425,000 (the “Basket Amount”) in the aggregate. If the total amount of such Damages exceeds the Basket Amount, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Basket Amount.
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Basket Amounts. Parent represents that, as of the date hereof, the Indenture Basket Amount is not less than $93,500,000 and the Revolver Basket Amount is not less than $77,000,000.
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Basket Amounts. 39 9.6 Post Closing Indemnification.............................................40 9.7 Losses Net of Insurance..................................................40 9.8
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Basket Amounts. Sellers shall not be obligated to pay any Loss which a Purchaser suffers, sustains, or becomes subject to as a result of, in connection with, relating or incidental to or by virtue of, without duplication, any breach of the representations and warranties set forth in Section 9.1 unless such Loss is a Material Loss, as that term is defined herein, and until such time as all Material Losses, in the aggregate, exceed the sum of Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars ("Basket Amount"), whereupon Sellers shall be obligated to pay
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Related to Basket Amounts

  • Excluded Amounts With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender.

  • Types and Amounts No Issuing Bank shall have any obligation to and no Issuing Bank shall:

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Excess Amounts On any Payment Date, to the extent the sum of the amount on deposit in the Reserve Account plus the amount available under any Letter of Credit exceeds the Required Reserve Amount on any Payment Date, the amount of such excess may be released from the Reserve Account and paid to the Class R Interest on such Payment Date.

  • Aggregate Amount The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Third Supplemental Indenture shall be U.S.$750,000,000. As provided in the Original Indenture, the Company may, from time to time, without the consent of the Holders of Notes, issue Add On Notes having identical terms (including CUSIP, ISSN and other relevant identifying characteristics as the Notes), so long as, on the date of issuance of such Add On Notes: (i) no Default or Event of Default shall have occurred and then be continuing, or shall occur as a result of the issuance of such Add On Notes, (ii) such Add On Notes shall rank pari passu with the Notes and shall have identical terms, conditions and benefits as the Notes and be part of the same series as the Notes, (iii) the Company and the Trustee shall have executed and delivered a further supplemental indenture to the Indenture providing for the issuance of such Add On Notes and reflecting such amendments to the Indenture as may be required to reflect the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes, (iv) Petrobras and the Trustee shall have executed and delivered an amended Standby Purchase Agreement reflecting the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes and (v) the Trustee shall have received all such opinions and other documents as it shall have requested, including an Opinion of Counsel stating that such Add On Notes are authorized and permitted by the Indenture and all conditions precedent to the issuance of such Add On Notes have been complied with by the Company and Petrobras. All Add On Notes issued hereunder will, when issued, be considered Notes for all purposes hereunder and will be subject to and take the benefit of all of the terms, conditions and provisions of this Indenture.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:

  • Distributions Payable in Shares In the event that the Board of the Investment Company shall declare a distribution payable in Shares, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the number of Shares involved, and (ii) that all appropriate action has been taken to effect such distribution.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.

  • Unpaid Amounts For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.

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