Dollar Thresholds Sample Clauses

Dollar Thresholds. 79 13.5. Claims...................................................... 80 13.6. Losses of Tax Costs and Benefits............................ 81 13.7. Insurance Proceeds.......................................... 81 13.8. Scope of Indemnity.......................................... 82 13.9.
Sample 1
AutoNDA by SimpleDocs
Dollar Thresholds. (a) With respect to any Misrepresentation Claim relating to a representation or warranty that contains a materiality qualifier (whether by reference to "Material Adverse Effect" or otherwise), except for Misrepresentation Claims arising under Sections 5.5, 5.7(b), 5.8(f)(xi), 5.8(f)(xv), 5.12(b)(vi), 5.17(c) or 5.26(a) ("Qualified Misrepresentation --------- ----------------- Claims"), for purposes of determining whether any such breach exists for ------ purposes of this Article 13 such representations and warranties shall be deemed not to include or be qualified by any such materiality qualifier. Neither the Sellers nor the Buyer shall be liable to the other for any Misrepresentation Claim (other than a Qualified Misrepresentation Claim) if the total Losses with respect to such Misrepresentation Claim do not exceed $1,000,000, except with respect to any Misrepresentation Claim arising under Sections 5.4, the second sentence of Section 5.8(h), Section 5.9 or Section 5.14(a), for which the Sellers shall not be responsible if the total Losses with respect to such Misrepresentation Claim do not exceed $3,000,000 (collectively, "Minor Claims"). ----- ------ The parties acknowledge that these $1,000,000 and $3,000,000 thresholds have been designated only for those Misrepresentation Claims that are not Qualified Misrepresentation Claims. Qualified Misrepresentation Claims will not be subject to the $1,000,000 or $3,000,000 thresholds described above, but will be interpreted for purposes of determining whether a breach has occurred taking into account the materiality qualifiers set forth in the text of the applicable representation and warranty. For this purpose, the parties acknowledge that the $1,000,000/$3,000,000 thresholds do not represent any agreement between the parties as to what constitutes a "material" matter for purposes of this Agreement. (b) The Sellers shall not be liable to the Buyer for any Misrepresentation Claims unless and until the total Losses suffered by the Buyer and its Affiliates with respect to all Misrepresentation Claims exceeds $25,000,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. The Buyer shall not be liable to the Sellers or their Affiliates for any Misrepresentation Claims unless and until the total Losses suffered by the Sellers and their Affiliates with respect to all Misrepresentation Claims exceeds $25,000,000, excluding Losses with respect to Minor Claims, and then only to th...
Sample 1
Dollar Thresholds. Any dollar amounts or threshold set forth herein shall not be used as a determinative benchmark for establishing what is or is not “material” or a “Material Adverse Effect” (or words of similar import) under this Agreement.
Sample 1
Dollar Thresholds. (a) Neither the Sellers nor the Buyer shall be liable to the other for any Representation Claim (i) if the total Losses with respect to such Representation Claim, including any Representation Claims arising out of the same event or series of related events, do not exceed $10,000 (a "Minor Claim") or (ii) except to the extent that the cumulative amount of Losses with respect to all Representation Claims asserted against the Buyer or the Sellers, as applicable, excluding Minor Claims, exceeds $500,000, and then only to the extent of such excess. Indemnification claims under Sections 13.1(ii) or 13.1(iii) or 13.1(iv) or 13.1(v) or 13.2(ii), 13.2(iii) or 13.2(iv) shall not be subject to any threshold or deductible amount. (b) The total amount payable by the Sellers under Section 13.1(i) with respect to all Representation Claims, other than Title Claims, ERISA Claims and Enviro Claims and Representation Claims that also fall within the scope of Section 13.1(iv), together with all claims under Section 13.1(v) ("Infringement Claims"), shall not exceed $18,000,000, the total amount payable with respect to Open Bid Claims shall not exceed $22,190,000 and the total amount payable under Section 13.1(ii) or Section 13.1(iii) shall not be subject to any cap on liability. The total amount payable by the Sellers with respect to Title Claims, ERISA Claims and Enviro Claims shall not exceed the Purchase Price (as finally adjusted pursuant to Section 3.2) less any amounts paid with respect to other Representation Claims and with respect to Infringement Claims. All Representation Claims that also fall within the scope of Section 13.1(iv) shall be treated as Open Bid Claims for purposes of this Article 13. The total amount payable by the Buyer under Section 13.2(i) with respect to all Representation Claims shall not exceed $18,000,000 and the total amount payable by the Buyer under Sections 13.2(ii), 13.2(iii) or Section 13.2(iv) shall not be subject to any cap on liability.
Sample 1
Dollar Thresholds 
Sample 1Sample 2

Related to Dollar Thresholds

  • 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).

  • Emergency Thresholds The following matrix presents the emergency thresholds that, if reached by any of the services mentioned above for a TLD, would cause the emergency transition of the Registry for the TLD as specified in Section 2.13 of this Agreement. DNS Service (all servers) 4-hour total downtime / week DNSSEC proper resolution 4-hour total downtime / week EPP 24-hour total downtime / week RDDS (WHOIS/Web-based WHOIS) 24-hour total downtime / week Data Escrow Breach of the Registry Agreement as described in Specification 2, Part B, Section 6.

  • Thresholds The threshold of a sample to constitute a positive result alcohol, drugs, or their metabolites is contained in the standards of one of the programs listed in MN Statute §181.953, subd 1. The employer shall, not less than annually, provide the unions with a list or access to a list of substances tested for under this LOA and the threshold limits for each substance. In addition, the employer shall notify the unions of any changes to the substances being tested for and of any changes to the thresholds at least thirty (30) days prior to implementation.

  • Collateral Threshold If the Parties have in place between them an Edison Electric Institute Master Power Purchase and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if any, exceeds the Collateral Threshold specified, then the Party to whom such amount would be owed, on any Business Day, may request that owing Party to provide Performance Assurance in an amount equal to the amount of such excess, less any Performance Assurance already posted. Such Performance Assurance will be provided within three Business Days of the date of request. On any Business Day, but no more frequently than weekly with respect to letters of credit and daily with respect to cash, if there has been a reduction in the amount of such excess, the posting Party may request that such Performance Assurance be reduced correspondingly by the amount of such excess, if any. Failure to provide such Performance Assurance to the requesting Party within three Business Days of request is an Event of Default. For purposes of this Section, the Termination Payment will be calculated pursuant to Article 5 by the requesting Party as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and include the net amount of all amounts owed but not yet paid between the Parties, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

  • 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.

  • Dollar Limits Per Service Agreement Cost to diagnose, repair and/or replace - Per covered appliance $3,000

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • 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. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Minimum Investment Prior to the Rent Commencement Date, Tenant, at Tenant’s sole cost and expense, shall refurbish, redecorate and modernize the interiors and exteriors of the Premises, and otherwise complete the initial improvements necessary and appropriate to commence operations in the Premises (the “Initial Improvements”), at a minimum cost of the Minimum Investment Amount or less than said amount provided Tenant complies with the Concessions Design Guidelines and receives Design Review Committee approval. As-Built drawings of fire sprinkler and fire alarm systems must be submitted to Building Inspection and Code Enforcement (“XXXX”) in AUTOCAD “.DWG” format within 30 days of issuance of a Temporary Certificate of Occupancy (TCO). Within ninety (90) days after substantial completion of the Initial Improvements, Tenant must provide to City an AUTOCAD file and an electronic PDF file in accordance with the requirements as specified in the Tenant Improvement Guide and an affidavit, signed under penalty of perjury by both Tenant and Tenant’s general contractor, architect or construction manager, stating the hard construction costs paid by Tenant to complete the Initial Improvements, together with copies of paid invoices and lien waivers substantiating the costs stated in the affidavit. Such “hard construction costs,” which must equal or exceed the Minimum Investment Amount, may include architectural and engineering fees, provided the credit for such costs against the Minimum Investment Amount shall not exceed fifteen percent (15%) of the Minimum Investment Amount. The minimum investment may not include financial costs, interest, inventory, pre-opening expenses, inter-company charges related to construction, business interruption, overhead, or debt service on any construction loan, or any charges paid by Tenant to an affiliate. If Director disputes the amount of investment claimed by Tenant, Director may, at City’s expense, hire an independent appraiser to determine the cost of the investment. If the independent appraiser determines that the investment is less than the Minimum Investment Amount, the deficiency, as well as City’s costs of hiring such independent appraiser, will be paid to City by Tenant within sixty (60) days of City’s written notice of the appraiser’s determination. At any time, upon three (3) business days’ notice, City or its representatives may audit all of Tenant’s books, records and source documents related to the hard construction costs paid by Tenant to complete the Initial Improvements. If the audit reveals that the hard construction costs paid by Tenant were less than those stated in Tenant’s affidavit, then Tenant must pay City for the costs incurred by City in connection with the audit plus any additional deficiency discovered between the hard construction costs paid by Tenant and the Minimum Investment Amount. City, at City’s sole discretion, may require that Tenant comply with the terms of a Tenant Work Letter setting forth additional terms relating to Tenant’s construction of the Initial Improvements, and Tenant hereby agrees to comply with any such Tenant Work Letter.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!