CAP; THRESHOLD Sample Clauses

CAP; THRESHOLD. (i) Except in the case of fraud or willful breach, the maximum aggregate amount of indemnifiable Damages payable by the Seller Indemnifying Parties under (A) Section 8.1(a)(i) in respect of all claims made thereunder shall not exceed the sum of the General Escrow Indemnification Amount (the “General Indemnification Cap”) and in no event shall any Seller Indemnifying Party be obligated to indemnify the Parent Indemnified Parties for Damages in respect of such claims in excess of its Pro Rata Indemnity Portion of the General Indemnification Cap, and (B) Section 8.1(b) in respect of all claims made thereunder shall not exceed the Litigation Escrow Indemnification Amount (the “Litigation Indemnification Cap” and, together with the General Indemnification Cap, the “Cap”), and in no event shall any Seller Indemnifying Party be obligated to indemnify the Parent Indemnified Parties for Litigation Losses in respect of such claims in excess of its Pro Rata Indemnity Portion of the Litigation Indemnification Cap. Except in the case of fraud or willful breach, Parent hereby agrees (on behalf of itself and the other Parent Indemnified Parties) that, from and after the Effective Time, indemnification claims made by any Parent Indemnified Party that are subject to the Cap shall be satisfied solely from the Escrow Amount, unless otherwise explicitly stated in any of the Transaction Documents. In the event that the amount held in the Escrow Account is reduced to zero as a result of payments made in respect of indemnification claims pursuant to this Article VIII, whether at or prior to the 12‑month anniversary of the Closing Date, except in the case of fraud or willful breach, the Seller Indemnifying Parties shall have no further obligation to indemnify the Parent Indemnified Parties in respect of any indemnification claim subject to the Cap except as provided in the previous sentence.
Sample 1
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CAP; THRESHOLD. (i) The Parties have agreed that the Sellers' aggregate liability pursuant to Article V.1 is limited to an aggregate amount equivalent to 30% of the Purchase Price.
Sample 1
CAP; THRESHOLD. (i) The parties have agreed that the Sellers' aggregate liability pursuant to Article V.1 for any breach of the provisions of Article III.2. shall be limited to an aggregate amount equivalent to 50% of the Purchase Price, plus reasonable attorneys fees and litigation costs.
Sample 1

Related to CAP; THRESHOLD

  • Threshold Neither the Sellers nor the Purchasers shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Cap Amount If the Company becomes listed on the Nasdaq Small Cap Market or the Nasdaq National Market, then, unless the Company has obtained Stockholder 20% Approval as set forth in Section 6.11 or unless otherwise permitted by Nasdaq, in no event shall the Aggregate Issued Shares exceed the maximum number of shares of Common Stock (the "Cap Amount") that the Company can, without stockholder approval, so issue pursuant to Nasdaq Rule 4460(i)(1)(d)(ii) (or any other applicable Nasdaq Rules or any successor rule) (the "Nasdaq 20% Rule").

  • 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.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Minimum Investment Subject to certain individual state requirements and except for shares issued pursuant to the DRIP, Shares may be sold only to investors who initially purchase a minimum of $5,000, subject to certain state requirements as described in the Prospectus. With respect to Selected Broker-Dealer’s participation in any resales or transfers of the Shares, Selected Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2 and to fulfill the obligations pursuant to FINRA Rule 2310.

  • Minimum Interest Coverage Ratio The Borrowers shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 3.50 to 1.00.

  • Maximum or Minimum Interest Rate If specified on the face hereof, this Note may have either or both of a Maximum Interest Rate or a Minimum Interest Rate. If a Maximum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the event that the interest rate on any Interest Reset Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If a Minimum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever be less than such Minimum Interest Rate and in the event that the interest rate on any Interest Reset Date would be less than such Minimum Interest Rate (as if no Minimum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the contrary contained herein, the interest rate on a Floating Rate Note shall not exceed the maximum interest rate permitted by applicable law.

  • Capital Raising Limitations During the period from the date of this Agreement until the date that is one year after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.

  • Required Reserve Amount So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection with any exercise of Warrants or such other event covered by Section 2(c) below. The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise).

  • Invested Capital The amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price at the time of such purchase, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for repurchase of Shares.

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