Deductible, Threshold and Cap Sample Clauses

Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, Seller shall have no obligation or liability for indemnification under Section 11.2 (except for breaches of the representations and warranties set forth in Sections 4.1(a), 4.1(b), 4.1(c), 4.1(e), 4.1(h) and 4.1(j))for (a) any individual indemnity claim under this Article XI, the amount of which does not exceed Sixty Thousand Dollars ($60,000) (the “Indemnity Threshold”); provided, however, that, for purposes of calculating the value of any claim for indemnification under this Section 11.3, an event or related series of events affecting any one Property, or more than one Property, shall be deemed to be a single claim, and/or (b) any 56 individual indemnity claim that exceeds the Indemnity Threshold, unless and until the aggregate of all such individual indemnity claims that exceed the Indemnity Threshold, exceed Seven Million Eighty Thousand Dollars ($7,080,000) (the “Indemnity Deductible”), and then only with respect to the amount of such indemnity claims that exceed the Indemnity Deductible and that are less than Sixty Million Dollars ($60,000,000) (the “Indemnity Cap”). Notwithstanding anything herein to the contrary, Buyer shall not bring an indemnity claim pursuant to Section 11.2(a) against Seller with respect to a breach of representation claim as a result of the Knowledge of any Person other than Xxxxxxx X. Xxxxxx unless Xxxxx is also bringing an indemnity claim against NPE under the NPE Agreement with respect to the same breach of representation.
Sample 1See All (4)
AutoNDA by SimpleDocs
Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, (A) Seller shall have no obligation or liability for indemnification under Section 10.2(a) (except for breaches of covenants or the representations and warranties set forth in Sections 3.1 (a), 3.1(b), 3.1(c) and 3.1(d)) for (a) any individual indemnity claim under this Article X, the amount of which does not exceed five hundred thousand dollars ($500,000) (the “Indemnity Threshold”) or (b) any individual indemnity claim that exceeds the Indemnity Threshold, unless and until the aggregate of all such individual indemnity claims that exceed the Indemnity Threshold, exceeds an amount equal to two percent (2%) of the Purchase Price (the “Indemnity Deductible”), and then only with respect to the amount of such indemnity claims that exceed the Indemnity Deductible and that are less than ten percent (10%) of the Purchase Price (as adjusted pursuant to the provisions of
Sample 1
Deductible, Threshold and Cap. (a) Notwithstanding anything to the contrary set forth herein, Seller shall not have any obligation or liability for indemnification under Section 11.2(a) (except for breaches of the representations and warranties set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.1(d), 4.1(f), 4.1(h), 4.1(u)(i), 4.1(u)(ii), and 4.1(u)(vi)) for:
Sample 1Sample 2
Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, no Party Seller shall have any obligation or liability for indemnification under Section 11.2(a) (except for breaches of the representations and warranties set forth in Sections 4.1(a), 4.1(b)(i), 4.1(b)(ii)(X), 4.1(c), 4.1(d), or 4.1(h)) for (a) any individual indemnity claim against such Party Seller, the amount of which does not exceed two hundred fifty thousand dollars ($250,000), allocated among Party Sellers subject to such an indemnity claim based on each Party Seller’s relative liability therefor (the “Indemnity Threshold”), or (b) any individual indemnity claim against such Party Seller that exceeds the Indemnity Threshold, unless and until the aggregate of all such individual indemnity claims against such Party Seller that exceed the Indemnity Threshold, exceeds an amount equal to three percent (3%) of the Purchase Price, proportionately reduced to the interest of such Party Seller (the “Indemnity Deductible”), and then only with respect to the amount of such indemnity claims against such Party Seller that exceed the Indemnity Deductible, or (c) aggregate damages exceeding fifteen percent (15%) of the Purchase Price, proportionately reduced to the interest of such Party Seller in the Properties (as adjusted pursuant to the provisions of Section 3.2) (the “Indemnity Cap”). For the avoidance of doubt, the Indemnity Deductible does not count as a credit toward or a deduction from the Indemnity Cap.
Sample 1
Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, (A) Seller shall have no obligation or liability for indemnification under Section 10.2(a) (except for breaches of covenants or the representations and warranties set forth in Sections 3.1(a), 3.1(b), 3.1(c) and 3.1(d)) for (a) any individual indemnity claim under this Article X, the amount of which does not exceed five hundred thousand dollars ($500,000) (the “Indemnity Threshold”) or (b) any individual indemnity claim that exceeds the Indemnity
Sample 1

Related to Deductible, Threshold and Cap

  • Threshold Neither the Seller nor the Purchaser 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).

  • Threshold Amount For purposes of clause (x) of the definition of Event of Default: Party A's Threshold Amount is U.S.D. $10,000,000. Party B's Threshold Amount is U.S.D. $10,000,000.

  • 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 Excess Availability Borrower shall have Excess Availability under the Revolving Credit Loans facility of not less than the amount specified in the Schedule, after giving effect to the initial advance hereunder and after giving effect to any applicable Loan Reserves against borrowing availability under the Revolving Credit Loans.

  • Minimum Book Net Worth The Borrower will maintain, during each period described below and for each month thereafter, its consolidated Book Net Worth, determined as at the end of each month, at an amount not less than the amount set forth opposite such period (numbers appearing between “< >” are negative): Period Minimum Book Net Worth The month ending April 2, 2006 $24,480,000 The month ending April 30, 2006 $24,530,000 The month ending May 28, 2006 $24,525,000 The month ending July 2, 2006 $24,740,000 The month ending July 30, 2006 $24,750,000

  • Over-Allowance Amount The amount that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Tenant shall pay to Landlord (a) one-half (1/2) of such Over-Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that the construction of the Tenant Improvements is completed. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI Allowance shall be used to pay Tenant or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in full.

  • Increased Capital Requirements If at any time any Lender or L/C Issuer determines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority regarding capital adequacy, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender’s or L/C Issuer (or any corporation controlling such Lender or L/C Issuer) as a consequence of its obligations under or with respect to any Loan Document or Letter of Credit to a level below that which, taking into account the capital adequacy policies of such Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have achieved but for such adoption or change, then, upon demand from time to time by such Lender or L/C Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction.

  • TEN PERCENT LIMITATION On each Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially owned by Investor, would result in Investor owning more than 9.99% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section, in the event that the amount of Common Stock outstanding as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than 9.99% of the Common Stock following such Closing Date.

Time is Money Join Law Insider Premium to draft better contracts faster.