Cap; Deductible Sample Clauses

Cap; Deductible. (i) The maximum aggregate amount of indemnifiable Damages payable by the Company Indemnifying Parties under Section 6.1(a) (excluding any indemnifiable Damages payable by the Company Indemnifying Parties in respect of the Company Fundamental Representations) in respect of all claims made thereunder shall not exceed the sum of (A) $3,000,000, plus (B) 10% of the aggregate Milestone Payments and Revenue Payments (each such Milestone Payment and Revenue Payment to be valued at the applicable Parent Share Contingent Payment Price to the extent paid in Parent Shares) actually made, or due and payable, to the Company Securityholders pursuant to Section 2.16 (the “Cap”) and in no event shall any Company Indemnifying Party be obligated to indemnify the Parent Indemnified Parties for Damages in respect of such claims in excess of its Pro Rata Portion of the Cap. For purposes of this Article VI, “Pro Rata Portion” and “Cap” shall be calculated as of the date that any indemnification or other payment is to be made and notwithstanding anything to the contrary herein, a Company Indemnifying Party shall only be obligated to indemnify a Parent Indemnified Party to the extent it has actually received Merger Consideration (or such Merger Consideration has been paid to the Securityholder Representative or has been withheld by Parent pursuant to Section 2.16(h)) pursuant to this Agreement. Any amount of indemnifiable Damages that would have been payable by the Company Indemnifying Parties at a given time but for the application of the Cap as in effect at such time shall become immediately due and payable on the date of any subsequent increase in the Cap resulting from any Milestone Payment or Revenue Payment to the extent not restricted by such increased Cap.
Sample 1
AutoNDA by SimpleDocs

Related to Cap; Deductible

  • Deductible No amount shall be payable under Article VII unless and until the aggregate amount of all indemnifiable Losses otherwise payable exceeds $250,000 (the “Deductible”), in which event the amount payable shall include all amounts included in the Deductible and all future amounts that become payable under Section 7.1 from time to time thereafter.

  • Hazard Insurance Deductible Except as a greater amount may be required by an applicable law, each Hazard Insurance deductible may not exceed FNMA or FHLMC's required deductible.

  • Minimum Interest Coverage The Borrower will not permit the ratio of EBITDA to Consolidated Interest Expense as at any fiscal quarter end for the four fiscal quarters then ending to be less than 3.00 to 1.0.

  • Deductibles If there is a material adverse change in the financial condition of LESSEE which LESSOR reasonably believes will not enable LESSEE to pay the deductible upon the occurrence of a partial loss of the Aircraft or an Engine, then LESSOR may require LESSEE at LESSEE's expense to lower its deductibles on the insurance maintained hereunder to a level which is available on commercially reasonable terms in the insurance market.

  • Cash Flow Coverage The Borrower shall maintain at all times a Cash Flow Coverage of not less than one hundred twenty five percent (125%), calculated at the end of each fiscal quarter (using a rolling four quarters of Net Income).

  • Interest Coverage The Borrower shall not permit the ratio of (i) Consolidated EBITDA of the Borrower for any four fiscal quarter period ending on or after June 30, 2008 to (ii) Consolidated Cash Interest Expense of the Borrower for such period to be less than 3.25 to 1.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Allocation of Nonrecourse Deductions Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

  • Excess Liability Insurance Excess Liability coverage shall be maintained over the required Employers Liability, Commercial General Liability, Business Auto Liability and Marine Liability policies in an amount not less than Three Hundred Fifty Million and No/100 Dollars ($350,000,000.00) per occurrence and in the aggregate annually (where applicable). The annual aggregate limit applicable to Commercial General Liability shall apply per location. Tenant will use commercially reasonable efforts to obtain coverage as broad as the underlying insurance, including Terrorism Liability coverage, so long as such coverage is available at a commercially reasonable price.

  • Exclusions from Operating Expenses Operating Expenses exclude the following expenditures:

Time is Money Join Law Insider Premium to draft better contracts faster.