Dollar-for-Dollar and Fraud Claims Sample Clauses

Dollar-for-Dollar and Fraud Claims. Notwithstanding anything ---------------------------------- herein to the contrary, the Buyer Indemnified Parties shall not be subject to any limitation whether pursuant to Section 8.3 or otherwise, and shall be entitled to dollar-for-dollar recovery, in seeking indemnification from the Stockholder and the Beneficial Owners with respect to Losses arising from Black & White incurring investment banking, accounting, advisory or legal fees and expenses in excess of $361,000 relating to the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be intended to limit the Stockholder's, the Beneficial Owners' or Black & White's liability for fraud.
Sample 1
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Dollar-for-Dollar and Fraud Claims. Notwithstanding anything herein to the contrary, the Buyer Indemnified Party shall not be subject to any limitation whether pursuant to Section 8.3 or otherwise, and shall be entitled to dollar-for-dollar recovery, in seeking indemnification from the Eventus Stockholders with respect to Losses arising from (a) Eventus incurring legal fees and expenses in excess of $100,000 relating to the transactions contemplated hereby or (b) Eventus incurring relocation expenses, real estate commissions, temporary space expenses or legal fees and expenses in connection with any eviction or attempted eviction from the Lease Real Property occurring or commencing within ninety (90) days after the Closing Date; provided that the dollar-for-dollar recovery provided for in Section 8.3.4(b) shall not exceed $50,000 in the aggregate. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be intended to limit an Eventus Stockholder's or Eventus' liability for fraud or an intentional misrepresentation.
Sample 1
Dollar-for-Dollar and Fraud Claims. Notwithstanding anything ---------------------------------- herein to the contrary, the Buyer Indemnified Party shall not be subject to any limitation whether pursuant to Section 7.3 or otherwise, and shall be entitled to dollar-for-dollar recovery, in seeking indemnification from the Stockholders with respect to (a) Losses arising from EnzyMed and the Stockholders incurring legal fees and expenses in excess of $50,000 relating to the transactions contemplated hereby, (b) Losses arising from EnzyMed having debt (as determined in the same manner as under Section 3.5) as of the Closing Date in excess of the maximum amount permitted under Section 3.5, (c) fraud or an intentional misrepresentation on the part of EnzyMed, (d) losses involving a breach of the representations and warranties contained in Sections 2.4, 2.8 or 2.20 or (e) losses involving a breach of the representations and warranties contained in Sections 1(a) or 1(b) of each Stockholder's Stockholder Indemnification Agreement or fraud or an intentional misrepresentation on the part of any Stockholder (for which the Buyer Indemnified Party shall have recourse solely against such Stockholder); provided, however, that no Stockholder shall be obligated pursuant to Section 7.3.4(d) with respect to any losses involving a breach of the representations and warranties contained in Section 2.8 to indemnify Buyer Indemnified Parties in respect of Buyer Indemnifiable Losses to the extent the cumulative amount of all Buyer Indemnifiable Losses with respect thereto exceeds the value of the shares of Buyer Common Stock received by such Stockholder in the Merger.
Sample 1

Related to Dollar-for-Dollar and Fraud Claims

  • Dollar, Dollars, U.S Dollars and the symbol $ shall mean lawful money of the United States of America. Dollar Equivalent shall mean, with respect to any amount of any currency, the Equivalent Amount of such currency expressed in Dollars.

  • Determination of Dollar Amounts The Administrative Agent will determine the Dollar Amount of:

  • Currency; Exchange Rate All payments under this Agreement shall be payable in U.S. Dollars. The rate of exchange to be used in computing the amount of currency equivalent in U.S. Dollars for calculating Net Sales in a Calendar Quarter (for purposes of both the royalty calculation and whether a Net Sales milestone has been achieved) shall be made at the average exchange rate as published by the Wall Street Journal for such Calendar Quarter, or such other source as the Parties may agree in writing.

  • Number and Amount of LIBOR Loans; Determination of Rate Each Borrowing of LIBOR Loans when made shall be in a minimum amount of $1,000,000, plus any increment of $500,000 in excess thereof. No more than ten (10) Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.

  • Currency Matters Dollars are the currency of account and payment for each and every sum at any time due from the Borrowers hereunder; provided that:

  • Limitation of Liability of Adviser and its Personnel Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

  • Dollar Amounts All references to “$” contained in this Agreement shall refer to United States Dollars unless otherwise stated.

  • Exchange Rates; Currency Equivalents (a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

  • Limitation of Liability of the Local Manager No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

  • Determination of LIBOR ARTICLE V

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