De Minimis Amount; Deductible Sample Clauses

De Minimis Amount; Deductible. No liability shall attach to the Seller under or in connection with this Agreement (except for a Leakage Breach) if and to the extent (i) the individual Claim is less than or equal to $10,000 (the “De Minimis Amount”) or (ii) the aggregate amount of Claims exceeding the De Minimis Amount is less than or equal to $100,000 (the “Deductible”). If the aggregate amount of claims exceeding the De Minimis Amount exceeds the Deductible, Buyer may claim only the amount exceeding the Deductible, subject to the other provisions of this Agreement.
Sample 1
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De Minimis Amount; Deductible. Cap. (a) Each of Ashland and SC shall not be liable for a Breach under this Agreement unless and until (i) an individual Loss (it being understood that all Losses arising from the same event, condition or set of circumstances shall be considered as an individual Loss for purposes of such calculation) exceeds EUR 25,000 (in words: Euro twenty five thousand) (the "De Minimis Amount"), and (ii) the aggregate Loss exceeding such De Minimis Amount exceed EUR 500,000 (in words: Euro five hundred thousand ) (the "Deductible"). If the Deductible is exceeded, ASK or the relevant Group Company shall be entitled to payment of any Loss (excluding individual Losses falling below the De Minimis Amount) in excess of the Deductible (Freibetrag). 68 (b) Each of Ashland's and SC's aggregate liability for all Breaches and claims under this Agreement, taken together, shall not exceed 20% (twenty percent) of the Transferred Business transferred by each of Ashland or SC, respectively (the "Cap"); provided, however, that the Cap shall not apply for any liability for a Breach of the representations set forth in Section 6.1 to Section 6.5, Section 6.7(a), Section 6.13(b), Section 6.16(a), Section 6.16(c), Section 6.16(d), Section 6.20, Section 6.21, Section 6.22, Section 6.25, Section 6.26(a) and Section 6.26(c), which shall be unlimited. Section 7.4
Sample 1
De Minimis Amount; Deductible. Subject to any other limitation or exclusion of Sellers’ liability under this Agreement, the Sellers shall only be liable for Losses resulting from any Purchaser Claim arising out of the Breach of
Sample 1
De Minimis Amount; Deductible. Seller 1 shall only be liable under or in connection with the Sellers’ Guarantees, if the amount recoverable under the Sellers’ Guarantees with respect to the individual claim made exceeds EUR 100,000 (“De Minimis Amount”), and if and to the extent the aggregate amounts recoverable under this Agreement exceed a threshold of EUR 2,000,000 (“Deductible”).
Sample 1
De Minimis Amount; Deductible. (a) Subject to any other limitation or exclusion of the Seller’s liability under this Agreement, the Seller shall only be liable for Losses resulting from any Purchaser Claim if and to the extent that such Losses exceed an amount of [***] (the “De Minimis Amount”) in the individual case or a series of related cases (based on the same facts and circumstances) and the aggregate amount of all Losses resulting from such individual Purchaser Claims each exceeding the De Minimis Amount exceeds an amount of [***] (the “Deductible”), in which case only the amount of Losses exceeding the Deductible shall be recoverable (Freibetrag), in each case subject to the other provisions of this Section 12.
Sample 1

Related to De Minimis Amount; Deductible

  • De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.

  • 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.

  • Minimum Adjusted Tangible Net Worth Seller shall not permit the Adjusted Tangible Net Worth of Seller (and, if applicable, its Subsidiaries, on a consolidated basis), computed as of the end of each calendar month, to be less than Fifty-Seven Million Dollars ($57,000,000).

  • Excess Nonrecourse Liability Safe Harbor Pursuant to Section 1.752-3(a)(3) of the Regulations, solely for purposes of determining each Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership (as defined in Section 1.752-3(a)(3) of the Regulations), the Partners’ respective interests in Partnership profits shall be determined under any permissible method reasonably determined by the General Partner; provided, however, that each Partner who has contributed an asset to the Partnership shall be allocated, to the extent possible, a share of “excess nonrecourse liabilities” of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount which is at least equal to the amount of income pursuant to Section 704(c) of the Code and the Regulations promulgated thereunder (the “Liability Shortfall”). If there is an insufficient amount of nonrecourse liabilities to allocate to each Partner an amount of nonrecourse liabilities equal to the Liability Shortfall, then an amount of nonrecourse liabilities in proportion to, and to the extent of, the Liability Shortfall shall be allocated to each Partner.

  • Chargeback of Partner Nonrecourse Debt Minimum Gain Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Excess Nonrecourse Liabilities Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Section 1.752-3(a)(3) of the Regulations, the Members’ interests in the Company’s Profits are in proportion to their LLC Percentages.

  • DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS The Advisory Committee will determine excess aggregate contributions after determining excess deferrals under Section 14.07 and excess contributions under Section 14.08. If the Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan Year, it must distribute the excess aggregate contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess aggregate contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess aggregate contributions are the amount of aggregate contributions allocated on behalf of the Highly Compensated Employees which causes the Plan to fail to satisfy the ACP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess aggregate contributions. The Advisory Committee will determine the respective shares of excess aggregate contributions by starting with the Highly Compensated Employee(s) who has the greatest contribution percentage, reducing his contribution percentage (but not below the next highest contribution percentage), then, if necessary, reducing the contribution percentage of the Highly Compensated Employee(s) at the next highest contribution percentage level (including the contribution percentage of the Highly Compensated Employee(s) whose contribution percentage the Advisory Committee already has reduced), and continuing in this manner until the ACP for the Highly Compensated Group satisfies the ACP test. If the Highly Compensated Employee is part of an aggregated family group, the Advisory Committee, in accordance with the applicable Treasury regulations, will determine each aggregated family member's allocable share of the excess aggregate contributions assigned to the family unit.

  • Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

  • No Payment Shall Exceed Lawful Rate Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

  • Aggregate Amount The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Third Supplemental Indenture shall be U.S.$750,000,000. As provided in the Original Indenture, the Company may, from time to time, without the consent of the Holders of Notes, issue Add On Notes having identical terms (including CUSIP, ISSN and other relevant identifying characteristics as the Notes), so long as, on the date of issuance of such Add On Notes: (i) no Default or Event of Default shall have occurred and then be continuing, or shall occur as a result of the issuance of such Add On Notes, (ii) such Add On Notes shall rank pari passu with the Notes and shall have identical terms, conditions and benefits as the Notes and be part of the same series as the Notes, (iii) the Company and the Trustee shall have executed and delivered a further supplemental indenture to the Indenture providing for the issuance of such Add On Notes and reflecting such amendments to the Indenture as may be required to reflect the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes, (iv) Petrobras and the Trustee shall have executed and delivered an amended Standby Purchase Agreement reflecting the increase in the aggregate principal amount of the Notes resulting from the issuance of the Add On Notes and (v) the Trustee shall have received all such opinions and other documents as it shall have requested, including an Opinion of Counsel stating that such Add On Notes are authorized and permitted by the Indenture and all conditions precedent to the issuance of such Add On Notes have been complied with by the Company and Petrobras. All Add On Notes issued hereunder will, when issued, be considered Notes for all purposes hereunder and will be subject to and take the benefit of all of the terms, conditions and provisions of this Indenture.

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