De Minimis Amount; Threshold Sample Clauses

De Minimis Amount; Threshold. The Purchaser or – as the case may be – the Shareholder Loans Purchaser shall only be entitled to any claims under this section 7 if (i) such individual claim exceeds an amount of EUR 20,000.00 (in words: Euro twenty thousand) (with the exception of claims under section 6.2.11 (Tax) where such amount shall be EUR 10,000.00 (in words: Euro ten thousand)) (hereinafter referred to as the “De Minimis Amount”) and (ii) the aggregate individual claims exceeding the De Minimis Amount exceed EUR 50,000.00 (in words: Euro fifty thousand) (hereinafter referred to as the “Threshold”). In case each individual claim exceeds the De Minimis Amount and the aggregate amount of all such individual claims exceeds the Threshold, the Purchaser or – as the case may be – the Shareholder Loans Purchaser can claim the aggregate amount including the De Minimis Amounts and the Threshold (Freigrenze). For the avoidance of doubt, this section 7.3 shall not apply with respect to claims based on the indemnities set out in sections 8 and 9 of this Agreement.
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De Minimis Amount; Threshold. The Purchaser shall only be entitled to any claims under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees or under indemnities pursuant to Sections 5 to 7 and 9, to the extent an individual claim exceeds an amount of EUR [*] ([*] Euros) (hereinafter referred to as the “De Minimis Amount”) and the aggregate amount of all such individual claims exceeds an amount EUR [*] ([*]) hereinafter referred to as the “Threshold. Claims based upon the same or substantially the same facts or provisions shall be considered as one individual claim for the determination of the De Minimis Amount and the Threshold. In case the De Minimis Amount and the Threshold are exceeded, the Purchaser can claim the whole amount. This Section 6.3 shall not apply to Sections 5.2.1 (1) through 5.2.1 (3), Section 5.6, Section 8 and Section 9.3. The Parties agree that in case a claim matches or exceeds the De Minimis Amount, the damage incurred is always considered as “material” or “substantial” under the guarantees, representations, warranties, indemnities or covenants given under this Agreement.
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De Minimis Amount; Threshold. The Buyer shall only be entitled to a claim against the Sellers for a Breach if and to the extent the individual claim for a Breach exceeds an amount of [***] and the aggregate amount of such claims exceeds an amount of [***]. If the total amount of [***] is exceeded, the Buyer may claim the entire amount.
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De Minimis Amount; Threshold. To the extent permitted by law and save as expressly set out in Section 8.8, the Purchaser shall only be entitled to recover in respect of any claim under this Agreement if the liability under that individual claim or a series of individual claims relating to the same matter (Serienschaden) exceeds an amount of EUR 200,000 (the “De Minimis Amount”) and the aggregate amount of liability in respect of all such individual claims or series of claims (other than claims of less than the De Minimis Amount) exceeds, in the case of Seller 1, EUR 5,000,000 and, in case of the S&N Sellers jointly, EUR 5,000,000 (in each case, the “Threshold”). In the event the respective Threshold is exceeded, the Purchaser can, to the extent the Threshold is exceeded, recover the full amount of all claims exceeding the De Minimis Amount. For the avoidance of doubt, if the Sellers are not liable pursuant to limitations set forth herein, in particular in Section 7.1(b) above, the amount of the claim in question shall not count against the De Minimis Amount and/or the Threshold.
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De Minimis Amount; Threshold. The Purchaser shall only be entitled to any claim in respect of a Breach (a Claim) to the extent each individual Claim exceeds an amount of EUR 300,000.00 (in words: three hundred thousand euros) (provided, however, that for the purpose of determining whether a Claim is de minimis, several Claims arising out of similar or related matters, facts, events or circumstances shall be aggregated and deemed to form one single Claim – the De Minimis Amount) and the aggregate amount of all such individual Claims exceeds EUR 3,000,000.00 (in words: three million euros) (the Threshold). For the avoidance of doubt, in the event the Threshold is exceeded, the Purchaser is entitled to recovery for all Damages (excluding any De Minimis Amount) and not just the excess amount. The De Minimis Amount and the Threshold shall not apply with respect to the liability of the Seller under clause 3.3 (
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De Minimis Amount; Threshold. The Sellers shall only be liable for claims for a Breach of Warranty or a breach of a Tax Warranty pursuant to Sections 3.1(b) or (c) of Exhibit 17, if a claim exceeds individually (i.e., per claim or group of related claims based on the same or similar facts or circumstances) an amount of EUR 100,000.00 (Euros one hundred thousand) (the "De Minimis Amount") and the aggregate amount of all individual claims for a Breach of Warranty or a breach of a Tax Warranty pursuant to Sections 3.1(b) or (c) of Exhibit 17 exceeds EUR 1,000,000.00 (Euros one million) (the "Threshold " (Freigrenze)), provided that if the amount of the Threshold is reached the Sellers shall be liable for the full amount. The limitations contained in this Section 15.3 shall only apply for claims for a Breach of Warranty or a breach of a Tax Warranty pursuant to Section 3.1(b) or (c) of Exhibit 17 and shall in particular not apply to any claim (i) for a Breach of a Material Sellers Warranty, (ii) under Exhibit 17 other than a claim for a breach of a Tax Warranty pursuant to Section 3.1(b) or (c) of Exhibit 17 and (iii) in respect of any Seller covenants in this Agreement.
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De Minimis Amount; Threshold. Seller shall only be liable for any losses arising from a breach of a Warranty of Seller contained in Section 4 if (i) any individual loss exceeds an amount of EUR 2,000 and (ii) all such losses exceed an aggregate amount of EUR 75,000 (in which cases the full amount shall be recoverable).
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De Minimis Amount; Threshold a) Claims of the Purchaser for Warranty Breaches by the Seller can only be raised if and to the extent that (i) each individual claim against the Seller exceeds an amount equal to EUR 250,000 (in words: two hundred and fifty thousand euros) (hereinafter referred to as the “De Minimis Amount”), and (ii) the aggregate amount of all such individual claims against the Seller (reaching or exceeding the De Minimis Amount and including claims against the Seller under § 11 below) exceeds an amount equal to EUR 50,000,000 (in words: fifty million euros) (hereinafter referred to as the “Threshold”). In the event that the Threshold is exceeded, the Purchaser can only recover the amounts exceeding the Threshold (deductible – Freibetrag).
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Related to De Minimis Amount; 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).

  • Over-Allowance Amount On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

  • 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.

  • Aggregate Net Assets For each Lifecycle Portfolio, Aggregate Net Assets include the net assets of all the JHF II Lifecycle Portfolios and the net assets of all the JHT Lifecycle Trusts. The JHT Lifecycle Trusts are: the Lifecycle 2010 Trust, Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030 Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust and Lifecycle 2050 Trust. Lifestyle Portfolios Rates Applied to Aggregate Net Assets of the Fund of Funds (1) Fund of Funds Affiliated Fund Assets Other Assets First $7.5 billion Excess Over $7.5 billion First $7.5 billion Excess Over $7.5 billion Each Lifestyle Portfolio 0.050% 0.040% 0.500% 0.490%

  • Annual Percentage Rate Each Receivable has an APR of not more than 25.00%.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • 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.

  • 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 $25,000,000.

  • 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 Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

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