Baskets, Caps and Other Limits Sample Clauses

Baskets, Caps and Other Limits. (a) In respect of the Buyer’s assertion of any Claim under Section 11.1(a), the Buyer shall not be entitled to indemnification until the aggregate amount of all such Claims exceeds $100,000 (the “Buyer’s Threshold Amount”) whereupon the Buyer shall be entitled to indemnification for the full amount of such Claims including the Buyer’s Threshold Amount and may assert any subsequent Claim without regard to the Buyer’s Threshold Amount. Buyer’s Threshold Amount shall not apply with regard to Buyer’s assertion of a Claim under Section 11.1(b). The aggregate liability of the Seller and/or the Partners for any Claim under Section 11.1(a) shall not exceed the Seller’s Indemnification Limitation Amount. (b) In respect of the Seller’s assertion of a Claim under Section 11.1(c), the Seller shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $100,000 (the “Seller’s Threshold Amount”), whereupon the Seller shall, subject to the limitations set forth below, be entitled to indemnification for the full amount of such Claims including the Seller’s Threshold Amount and may assert any subsequent claim without regard to the Seller’s Threshold Amount. Seller’s Threshold Amount shall not apply with regard to Seller’s assertion of a Claim under Section 11.1(d). The aggregate liability of the Buyer for any Claim under Section 11.1(c) shall not exceed the Buyer’s Indemnification Limitation Amount.
Sample 1
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Baskets, Caps and Other Limits. (a) In respect of the Acquiror’s assertion of any Claim under Section 6.1(a) and 6.1(b), the Acquiror shall not be entitled to indemnification until the aggregate amount of all such Claims exceeds $180,000 (the “Acquiror’s Threshold Amount”) whereupon the Acquiror shall be entitled to indemnification for the full amount of such Claims including the Acquiror’s Threshold Amount and may assert any subsequent Claim without regard to the Acquiror’s Threshold Amount. Any Claim asserted by Acquiror related to the Sovereign Bank Liability shall not be subject to Acquiror’s Threshold Amount. No Claim may be asserted by the Acquiror after September 30, 2012, except in respect of (i) the representations and warranties in Sections 3.1, 3.2(a), 3.2(b), 3.2(d), 3.2(j) and 3.2(v); (ii) any Claim for fraud or fraudulent misrepresentation; or (iii) the Sovereign Bank Liability; all of which may be asserted at any time after the Closing Date subject to the applicable statute of limitations. The aggregate liability of the DBA Shareholders for all Claims under Section 6.1(a) and 6.1(b) shall not exceed the Shareholders’ Indemnification Limitation Amount except in respect of (i) the representations and warranties in Sections 3.1, 3.2(a), 3.2(b), 3.2(d), 3.2(j) and 3.2(v); (ii) any Claim for acts of fraud or fraudulent misrepresentations; or (iii) the Sovereign Bank Liability; the aggregate liability of the DBA Shareholders for which shall not exceed the Merger Consideration actually received by the DBA Shareholders. (b) In respect of the DBA Shareholders’ assertion of a Claim under Section 6.1(c), the DBA Shareholder shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $100,000 (the “Shareholders’ Threshold Amount”), whereupon the DBA Shareholder shall, subject to the limitations set forth below, be entitled to indemnification for the full amount of such Claims including the DBA Shareholder’ Threshold Amount and may assert any subsequent claim without regard to the DBA Shareholder’ Threshold Amount. No Claim under Section 6.1(c) for a breach of a representation or warranty may be asserted after September 30, 2012, except for fraud or fraudulent misrepresentation, which may be asserted at any time subject to the applicable statute of limitations. The aggregate liability of the Acquiror for any Claim under Section 6.1(c) shall not exceed the Acquiror’s Indemnification Limitation Amount; provided, however, that the aggreg...
Sample 1

Related to Baskets, Caps and Other Limits

  • Mechanics' and Other Liens 20.1 If any mechanic's, laborer's or materialman's lien shall at any time be filed against the Property or any part thereof with respect to any work done, or labor or materials furnished, or caused to be furnished, by Tenant or anyone claiming through or under Tenant, or any judgment, attachment or levy is filed or recorded against the Property or any part thereof by anyone claiming through or under Tenant, Tenant, within thirty (30) days after notice of the filing thereof, shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien, judgment, attachment or levy to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same by bonding proceedings, if permitted by law (and if not so permitted, by deposit in court). Any amount so paid by Landlord, including all costs and expenses paid by Landlord in connection therewith, together with interest thereon at the rate of 18% per annum (or, if lower, the maximum rate permitted by law) from the respective dates of Landlord's so paying any such amount, cost or expense, shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. 20.2 Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Demised Premises, or any part thereof, or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's liens against Landlord's interest in the Demised Premises. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or estate or interest of Landlord in and to the Demised Premises.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Bills and Other Disbursements Upon receipt of Instructions, the Custodian shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund.

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply: (A) Except as provided in Section 6.1(d)(xii)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof) with respect to any Partnership property, the General Partner shall allocate such Additional Book Basis Derivative Items (1) to (aa) the holders of Incentive Distribution Rights and (bb) the General Partner in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) and (2) to all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss attributable to such property is allocated to any Unitholders pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii). (B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed of Adjusted Property”), the General Partner shall allocate (1) additional items of income and gain (aa) away from the holders of Incentive Distribution Rights and the General Partner and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights and the General Partner, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. For this purpose, the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement (e.g., Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwise available for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations. (C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof. (D) In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii).

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