Deductible; Cap Sample Clauses

Deductible; Cap. No Indemnified Party shall be entitled to be indemnified for Losses pursuant to Sections 11.1(a)(ii), 11.1(a)(iv), or 11.1(b)(iv) unless and until the respective aggregate amount of all such Losses by such Indemnified Party exceeds 1.0% of the Purchase Price (the “Deductible”). The Indemnified Party shall be entitled to be paid the entire amount of any Losses pursuant to Sections 11.1(a)(ii), 11.1(a)(iv), or 11.1(b)(iv) in excess of the Deductible; provided, however, that the aggregate liability of Seller for Losses under this Agreement shall not exceed twenty five percent (25.0%) of the Purchase Price (the “Cap”). Notwithstanding the foregoing, the Deductible and the Cap shall not apply to Seller’s or Buyer’s indemnification obligations related to or arising out of any breach of the Fundamental Representations (as defined herein) or for either Party’s indemnification obligations pursuant to Sections 11.1(a)(i) or (iii) or Sections 11.1(b)(i) or (iii).
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Deductible; Cap. No Buyer Indemnified Party shall be entitled to be indemnified for Losses pursuant to Section 11.1(a)(iv) unless and until, and then only to the extent that, the respective aggregate amount of all such Losses by such Buyer Indemnified Party exceeds three percent (3.0)% of the Purchase Price (the “Deductible”) other than with respect to Losses related to any breach of Seller’s Fundamental Representations or Seller’s representations and warranties in Section 3.7 (Taxes). The Buyer Indemnified Parties shall be entitled to be paid the entire amount of any Losses pursuant to Section 11.1(a)(iv) in excess of the Deductible; provided, however, that the aggregate liability of Seller for Losses under Section 11.1(a)(iv) shall not exceed fifteen percent (15.0%) of the Purchase Price other than with respect to Losses related to any breach of Seller’s Fundamental Representations or Seller’s representations and warranties in Section 3.7 (Taxes), or one hundred percent (100)% of the Purchase Price related to any breach of Seller’s Fundamental Representations (the “Cap”).
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Deductible; Cap. Notwithstanding the foregoing, no party will be required to indemnify any other parties for any Claims with respect to a breach of the representations and warranties hereunder unless the aggregate amount of such Claims to which such party is obligated to indemnify exceeds $250,000. Once the aggregate amount of such Claims exceeds $250,000, the amount of indemnification that the party is required to pay hereunder will be limited to the excess of the aggregate amount of the Claims over $250,000; except that, no such limitation will apply to Claims caused by the fraud of the party required to pay the indemnification. No party will be required to pay indemnification hereunder in excess of [*].
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Deductible; Cap. The Purchaser Indemnitees will not be entitled to recover any Losses pursuant to Section 7.2(a), (b) (except for any breach, nonfulfillment or noncompliance of or with the obligations set forth in Sections 5.9 or 5.12), (d) and (g) until the total of all such Losses suffered by the Purchaser Indemnitees exceeds $900,000 (the “Deductible”), in which event the Purchaser Indemnitees shall be entitled to recover Losses in excess of the Deductible up to a maximum of the R&W Liability Cap; provided, however, that the foregoing limitations will not apply to claims in respect of breaches of the representations and warranties set forth in Sections 3.1 (Organization; Good Standing; Qualification and Power), 3.2 (Capitalization), 3.4 (Power and Authority) 3.17 (Taxes), 3.21 (Environmental Matters) or claims based on Fraud.
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Deductible; Cap. The Shareholders shall not be required to indemnify and hold harmless the Buyer Indemnitees:
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Deductible; Cap. Notwithstanding anything to the contrary contained in this Agreement, the Indemnified Parties will not be entitled to indemnification pursuant to Section 8.2(a)(i) or 8.2(b)(i) (Agreement to Indemnify), (i) unless and until the aggregate amount of all indemnifiable Losses of such Indemnified Parties equals or exceeds $1,000,000 (the “Deductible”), in which case the Indemnified Parties may make claims for indemnification for all Losses in excess of the Deductible or (ii) in excess of, in the aggregate, $30,000,000 (the “Cap”); provided, that the Deductible and Cap will not apply with respect to (A) any claims involving fraud by Sellers (with respect to claims for indemnification pursuant to Section 8.2(a)(i)) or Buyers (with respect to claims for indemnification pursuant to Section 8.2(b)(i)) or (B) any claims involving a breach of any of the Specified Sections (with respect to claims for indemnification pursuant to Section 8.2(a)(i)), or involving a breach of any of Sections 4.1 (Organization), 4.2 (Authorization; Enforceability), and 4.4 (Brokers) (with respect to claims for indemnification pursuant to Section 8.2(b)(i)).
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Related to Deductible; Cap

  • 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.

  • PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS The Plan: (Choose (a) or (b); (c) is available only with (b)) [X] (a) Does not permit Participant nondeductible contributions. [ ] (b) Permits Participant nondeductible contributions, pursuant to Section 14.04 of the Plan.

  • Expense Limit To the extent that the aggregate expenses incurred by the Fund, which include all of the Fund's expenses (whether incurred directly by the Fund or indirectly at the Offshore Funds or the Master Fund level) ("Operating Expenses") other than expenses disclosed in the Fund's registration statement filed with the Securities and Exchange Commission as not being included as part of the expense limit (which currently include (i) the management fee, (ii) interest expense, if any, (iii) any taxes paid by the Offshore Funds or the Master Fund, (iv) expenses incurred directly or indirectly by the Fund as a result of expenses related to investing in, or incurred by, a portfolio fund or other permitted investment in which the Fund or Master Fund invests, (v) any trading-related expenses, including, but not limited to, clearing costs and commissions, (vi) dividends on short sales, if any, (vii) any other extraordinary expenses not incurred in the ordinary course of the Fund's, Offshore Fund's, or Master Fund's business (including, without limitation, litigation expenses) and (viii) if applicable, distribution and investor services related fees paid to the distributor for the Fund's securities or financial intermediaries engaged by such distributor – collectively, the "Excluded Expenses"), for the period beginning and ending on the Fund’s fiscal year end which is March 31 (each, an "Applicable Year") exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of BlackRock. In the event that any Applicable Year is for a period less than 365 days (for example, the Fund's initial year of operations or because this Agreement is terminated in the middle of a fiscal year), the Operating Expenses shall be annualized for purposes of calculating the Excess Amount. The list of Excluded Expenses in this Agreement shall be automatically amended on the effective date of the Fund's Registration Statement or any amendment thereto if the list of Excluded Expenses set forth in the prospectus included in the Registration Statement differs from the list in this Agreement and such new list of Excluded Expenses was approved by a majority of the Non-Interested Directors (defined below).

  • Expense Limitations In the event the operating expenses of the Fund, ------------------- including amounts payable to the Investment Adviser pursuant to subsection (a) hereof, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by applicable state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Investment Adviser shall reduce its management and investment advisory fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess; provided, however, to the extent permitted by law, -------- ------- there shall be excluded from such expenses the amount of any interest, taxes, distribution fees, brokerage fees and commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Whenever the expenses of the Fund exceed a pro rata portion of the applicable annual expense limitations, the estimated amount of reimbursement under such limitations shall be applicable as an offset against the monthly payment of the fee due to the Investment Adviser. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Investment Adviser's fee shall be 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.

  • Liability Cap EXCEPT FOR LIABILITIES ARISING UNDER SECTION 9, THE AGGREGATE LIABILITY OF AT&T TO CUSTOMER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO AT&T IN THE TWO MONTH PERIOD PROCEEDING THE DATE THE CLAIM AROSE.

  • 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.

  • Tax Allocations; Code Section 704(c) (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d).

  • Expense Limitation As part of the consideration for the Fund entering into this Agreement, the Manager hereby agrees to limit the aggregate expenses of every character incurred by the Fund, including but not limited to Fees of the Manager computed as hereinabove set forth, but excluding interest, taxes, brokerage, and other expenditures which are capitalized in accordance with generally accepted accounting principles and extraordinary expenses (“Manager Limitation”). Under the Manager Limitation, the Manager agrees that through a certain date (“Certain Date”), such expenses shall not exceed a certain level of the average daily net assets of the Fund (“Expense Limitation”). To determine the Manager’s liability for the Fund’s expenses over the Expense Limitation, the amount of allowable year-to-date expenses shall be computed daily by prorating the Expense Limitation based on the number of days elapsed within the fiscal year of the Fund, or limitation period, if shorter (“Prorated Limitation”). The Prorated Limitation shall be compared to the expenses of the Fund recorded through the prior day in order to produce the allowable expenses to be recorded for the current day (“Allowable Expenses”). If the Fund’s Management Fee and other expenses for the current day exceed the Allowable Expenses, the Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event the excess exceeds the amount due as the Management Fee, the Manager shall be responsible to the Fund for the additional excess (“Other Expenses Exceeding Limit”). If at any time up through and including the Certain date, the Fund’s Management Fee and other expenses for the current day are less than the Allowable Expenses, the differential shall be due to the Manager as payment of cumulative Unaccrued Fees (if any) or as payment for cumulative Other Expenses Exceeding Limit (if any). If cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit remain at the Certain Date, these amounts shall be paid to the Manager in the future provided that: (1) no such payment shall be made to the Manager after a two year reimbursement period following the Certain Date; and (2) such payment shall only be made to the extent that it does not result in the Fund’s aggregate expenses exceeding the Expense Limitation. The Manager may voluntarily agree to an additional expense limitation (any such additional expense limitation hereinafter referred to as an “Additional Expense Limitation”), at the same or a different level and for the same or a different period of time beyond the Certain Date (any such additional period being hereinafter referred to an as “Additional Period”) provided, however, that: (1) the calculations and methods of payment shall be as described above; (2) no payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit shall be made to the Manager more than two years after the end of the Additional Period; and (3) payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit after the expiration of the Additional Period shall only be made to the extent it does not result in the Fund’s aggregate expenses exceeding the Additional Expense Limitation to which the unpaid amounts relate.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

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