Certain Limitations and Requirements Clause Samples
Certain Limitations and Requirements. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following requirements and limitations:
(a) All amounts owing to any Buyer Indemnified Party for indemnification for Losses shall (regardless of the Seller that is the cause of the Loss) will be first paid through distributions from the Escrow Amount until the Escrow Amount is reduced to zero. After the Escrow Amount has been reduced to zero, the Buyer Indemnified Party shall have the right to seek to satisfy such Losses by asserting any such claims as against the Sellers, or in its discretion, set- off such Losses, in its discretion against any other payments due Sellers, including the Earn-Out Payment.
(b) Except in the case of: (i) a breach of a Fundamental Representation; or (ii) fraud, Sellers’ total indemnification obligation for Losses pursuant to Section 9.02(a) shall be capped at a dollar amount equal to the Base Escrow.
(c) Except in the case of: (i) a breach of a Fundamental Representation; or (ii) fraud, Sellers’ aggregate indemnification obligation for Losses pursuant to Section 9.02(d) and 9.02(e) shall be capped at a dollar amount equal to the Tax Escrow.
(d) Except in the case of fraud, which shall have no cap, and subject to the cap limitations set forth in Section 9.04(b) and Section 9.04(c) above, the maximum liability of any individual Seller or Seller Principal with respect to any indemnification obligation for Losses arising under this Agreement shall not exceed such Seller’s or Seller Principal’s pro rata portion of the Purchase Price hereunder.
(e) Except in the case of: (i) a breach of a Buyer and Parent Fundamental Representation; or (ii) fraud, Buyer and Parent’s aggregate indemnification obligation for Losses pursuant to Section 9.03(a) of this Agreement shall be capped at a dollar amount equal to the Base Escrow, and the maximum aggregate liability of Buyer and Parent with respect to any indemnification obligation for Losses shall not exceed the Purchase Price hereunder.
Certain Limitations and Requirements. Each such Rate Conversion or Rate Continuation shall be subject to the following:
(i) If less than all the outstanding principal amount of a Portion is converted or continued, the principal amount of such Portion converted or continued shall, in the case of LIBOR Portions, not be less than Five Hundred Thousand Dollars ($500,000) or additional increments of One Hundred Thousand Dollars ($100,000) in excess thereof;
(ii) Each Rate Conversion or Rate Continuation shall be effected by the Bank by applying the proceeds of the Portion resulting from such Rate Conversion or Rate Continuation to the Portion being converted or continued, as the case may be, and the accrued interest on any such Portion (or portion thereof) being converted or continued shall be paid to the Bank at the time of such Rate Conversion or Rate Continuation;
(iii) LIBOR Portions may not be converted or continued at a time other than the end of the Interest Period applicable thereto unless the Borrower shall pay, upon demand, any amounts due to the Bank pursuant to Section 4(b) hereof;
(iv) No Portion may be converted into or continued as a LIBOR Portion less than one month prior to the Stated Maturity Date;
(v) The Borrower shall not request a LIBOR Portion if, after giving effect to such request, there would be outstanding more than four (4) LIBOR Portions;
(vi) Without limiting any other right or remedy of the Bank then available to the Bank, upon and during the continuance of an Event of Default, the Borrower may not convert or continue any Portion into a LIBOR Portion; and
(vii) Any LIBOR Portion that cannot be converted into or continued as a LIBOR Portion by reason of any of the foregoing limitations shall be automatically converted at the end of the Interest Period in effect for such LIBOR Portion into a Base Rate Portion. Each such request for a conversion or continuation (a "Rate Conversion/ Continuation Request") shall be transmitted by the Borrower to the Bank in writing by a medium acceptable to the Bank prior to the effective date of the Rate Conversion or Rate Continuation requested, in the form specified by the Bank from time to time, setting forth (A) the identity and amount of the Portion that the Borrower requests to be converted or continued, (B) the Type of Portion into which such outstanding Portion is to be converted or continued, (C) if such notice requests a Rate Conversion, the date of the Rate Conversion (which shall be a Banking Day) and (D) in the case of a Port...