Buyer’s Basket Sample Clauses

Buyer’s Basket. Buyer shall not be liable under Section 6.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 6.2(a) exceed US$100,000 (the “Buyer’s Basket”), after which the Buyer shall be jointly and severally liable only for those Damages in excess of the Buyer’s Basket. For purposes solely of determining the amount of Damages for which Buyer is liable under this Article VI (and not for determining whether or not any breaches of representations or warranties have occurred), all representations and warranties of Buyer in Article III shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties.
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Buyer’s Basket. The Buyer shall not be liable under Section 6.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 6.2(a) exceed $500,000 (the “Buyer Basket”) (at which point the Buyer shall become liable for the aggregate Damages under Section 6.2(a), and not just amounts in excess of the Buyer Basket). For purposes solely of this Article VI, all representations and warranties of the Buyer in Article III shall be construed as if the term “material” and any reference to “Business Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties.
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Buyer’s Basket. Subject to the exceptions set forth in subsection (c)(ii) of this Section 6.4, no indemnification shall be payable with respect to Seller Indemnifiable Losses described in or arising under Section 6.3(b) except to the extent the cumulative amount of all such Seller Indemnifiable Losses exceeds Thirty Four Thousand and Four Hundred dollars ($34,400.00) in the aggregate (the “Buyer’s Basket”), whereupon the total amount of such Seller Indemnifiable Losses shall be recoverable in accordance with the terms hereof.
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Buyer’s Basket. Notwithstanding anything in this Agreement to the contrary, the Seller Indemnified Parties shall not be entitled to indemnification under Sections 12.2(a) and 12.2(b) until all Losses incurred by the Seller Indemnified Parties exceed in the aggregate, One Hundred Thousand and 00/100 Dollars ($100,000) (the “NovaMed Basket”), in which case the Seller Indemnified Parties shall be entitled to indemnification under Sections 12.2(a) and 12.2(b) only to the extent such Losses exceed the NovaMed Basket.
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Buyer’s Basket. No indemnification shall be payable with respect to Seller Indemnifiable Losses described in or arising under Section 7.3(b) except to the extent the cumulative amount of all such Seller Indemnifiable Losses exceeds nine hundred thousand dollars ($900,000) in the aggregate (the "BUYER'S BASKET"), whereupon the total amount of such Seller Indemnifiable Losses shall be recoverable in accordance with the terms hereof.
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Buyer’s Basket. No indemnification shall be payable with respect to Shareholder Indemnifiable Losses described in or arising under Sections 8.3(b) and (c) (other than a breach of the covenants set forth in Sections 1.3(a)(ii), 1.4(c)(ii) and 5.5) except to the extent the cumulative amount of all such Shareholder Indemnifiable Losses exceeds One Hundred Thousand Dollars ($100,000) in the aggregate (the "Buyer Basket"), whereupon the amount of such Shareholder Indemnifiable Losses in excess of the Buyer Basket shall be recoverable in accordance with the terms hereof.
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Buyer’s Basket. Notwithstanding Section 5.5(c), Buyer will have no liability (for indemnification or otherwise) with respect to the matters to which the foregoing liability limits apply until the total of all claims with respect to such matters exceed $25,000.
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Buyer’s Basket. Buyer shall have no obligation to provide indemnification pursuant to Section 10.4(a) except to the extent that the aggregate amount of indemnification to which the Seller, but for this Section 10.5(d), otherwise shall have become entitled hereunder shall exceed
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Buyer’s Basket. No indemnification shall be payable with respect to Shareholder Indemnifiable Losses described in or arising under Section 8.3(b) except to the extent the cumulative amount of all such Shareholder Indemnifiable Losses exceeds One Hundred Thousand Dollars ($100,000) in the aggregate (the “Buyer Basket”), whereupon the total amount of such Shareholder Indemnifiable Losses (commencing from the first dollar) shall be recoverable in accordance with the terms hereof.
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Related to Buyer’s Basket

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • BUYER'S FACILITIES 1. Buyer will maintain at its own expense facilities from the delivery point to the point of use and the burners and equipment for using gas, and Buyer will at all times keep gas-using equipment on said premises in a condition conforming with such reasonable rules and regulations as may be prescribed therefore by regulatory authority having jurisdiction thereover and with the requirements of any valid law thereto appertaining. In the event that rules are not prescribed by a regulatory authority, Buyer will abide by codes as used in the gas industry. 2. Seller shall not approve sale of gas on an interruptible basis to Buyer until and unless Seller is satisfied that Buyer has, or will, install adequate stand-by facilities to meet its full fuel requirements during periods of sustained interruptions. 3. Seller shall not approve sales of gas to Buyer unless Seller is satisfied that Buyer has not, or will not interconnect downstream fuel piping of natural gas for use in different priority-of• service categories.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities) internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions.

  • Buyer’s Conditions Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

  • Minimum Condition and Warranty Requirements for TIPS Sales All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement.

  • Buyer’s Conditions to Closing The obligations of Buyer at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Buyer, of the following conditions: (a) All representations and warranties of Sellers contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date, and Sellers shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authorities having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement. (c) All material consents and approvals required of any third party or Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein shall have been received or waived in writing; and Sellers shall have provided evidence satisfactory to Buyer of the same. (d) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects and Casualty Defects shall not have exceeded the threshold set forth in Section 7.6 above. (e) Sellers shall have performed its obligations set forth in Sections 10.5. (f) Buyer, in its sole discretion and upon its good faith effort, shall have determined that Sellers have satisfied, in all material respects, the provisions of Section 14.5 and shall have satisfied itself that pipeline Segment No. 14609 is, as of the Closing Date, in good working order.

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

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