Buyer Threshold Sample Clauses

Buyer Threshold. No Seller Party shall seek, or be entitled to, indemnification from Buyer pursuant to Section 10.1(b) until the aggregate amount of Losses incurred by all Seller Parties exceeds $5,000,000, and then only to the extent that such Losses exceed such threshold amount ("BUYER'S THRESHOLD").
Sample 1
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Buyer Threshold. Notwithstanding anything to the contrary contained herein, no Seller Party shall have any obligation to indemnify a Buyer Indemnitee under Section 9.2(a) unless and until the aggregate of all such Losses suffered by all such Buyer Indemnitees hereunder exceeds half of one percent (0.5%) of the Merger Consideration paid or payable to the Seller Parties (the “Buyer Threshold”), whereupon, subject to the other limitations and requirements of this Article IX, the Seller Parties shall be liable to indemnify any Buyer Indemnitee for only the excess of Losses over the amount of the Buyer Threshold; provided, however, that the Buyer Threshold shall not apply to any claim arising from a breach of a Company Fundamental Representation or from items listed in Sections 9.2(a)(ii)-(viii), or claims arising from fraud.
Sample 1
Buyer Threshold. The term “Buyer Threshold” has the meaning set forth in Section 9.04(a).
Sample 1
Buyer Threshold. Buyer Parent and Buyer shall only be liable in respect of a Buyer Warranty Claim if the amount of the claim resulting from the Buyer Warranty Claim exceeds €25,000 (a “Buyer Ranking Breach”) and the aggregate of all Buyer Ranking Breaches exceeds €250,000 (the “Buyer Ranking Breach Threshold”), in which case Seller Parties shall be entitled to recover the whole amount of any Buyer Warranty Claims which constitute Buyer Ranking Breaches and not only the amount in excess of the Buyer Ranking Breach Threshold. All Buyer Warranty Claims with respect to the Warranties contained in Section 4.4 are not subject to the Buyer Ranking Breach or Buyer Ranking Breach Threshold and shall be fully reimbursable.
Sample 1

Related to Buyer Threshold

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Minimum Shareholders’ Equity The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $500,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Ninth Amendment Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Minimum Stockholders’ Equity After the Effective Date, the Borrower will not permit Stockholders’ Equity as of the last day of any fiscal quarter of the Borrower to be less than the sum of (i) $394,077,101 plus (ii) 50% of the aggregate net proceeds of all sales of Equity Interests by the Borrower after the Effective Date.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Total Shareholder Return (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

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