Exceptions to Threshold and Cap Sample Clauses

Exceptions to Threshold and Cap. Notwithstanding anything to the contrary contained herein, (i) the limitations set forth in Sections 5.5(a) through (d) shall not apply to Adverse Consequences arising out of, relating to or otherwise resulting from, directly or indirectly, any breach of a Fundamental Representation and (ii) no indemnification payment made by any Indemnifying Party arising out of, relating to or otherwise by virtue of, directly or indirectly, any breach of any Fundamental Representation shall be considered in determining whether the Threshold or the Cap has been exceeded.
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Exceptions to Threshold and Cap. Except as set forth above in Section 9.2 b, regarding attorneys’ fees and costs relating to the Litigation, neither the provisions relating to the Indemnity Threshold or the Indemnity Cap shall apply to the Litigation instituted against the Company by Mxxxxxx X. Xxxxxx and Pxxxx X. Xxxx in the Commonwealth of Kentucky and currently docketed at Case No. 10XX00000, for which Seller shall retain all obligation to indemnify Buyer.
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Exceptions to Threshold and Cap. Notwithstanding anything to the contrary in this Agreement, (i) a Potential Indemnitee’s rights to indemnification based upon any of the following shall not be subject to the Per Claim Threshold, the Materiality Threshold or the Cap nor any other monetary limitation: (A) the Fundamental Representations, (B) the Tax Representations, (C) any indemnification obligations under Sections 9.1(a)(i)(B), 9.1(a)(iv) through (viii) or 9.2(b) or (D) fraud or intentional misrepresentation; and (ii) a Potential Indemnitee’s rights to indemnification based upon any of the following shall not be subject to the Cap nor any other monetary limitation: the representations and warranties under Section 7.1(ff) (Sensitive Payments).
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Related to Exceptions to Threshold and Cap

  • 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).

  • Exceptions to Limitations Conversions to Alternate Base Rate Loans shall be permitted in the case of clauses (i) and (ii) of Section 2.1(b) above, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 10.2.

  • Thresholds Each Restricted Fund has one or more thresholds at which point no further amounts may be allocated to that division. Compliance with a threshold is verified whenever there is a transaction initiated which is subject to such threshold (premium payments, transfers, withdrawals). A threshold is applied to the total Accumulation Value of each Restricted Fund. Thresholds may be changed by the Company for new premiums, transfers or withdrawals by Restricted Fund upon 30 day notice.

  • Capital Raising Limitations During the period from the date of this Agreement until the date that is one year after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.

  • RETENTION LIMIT CHANGES If the Company changes its retention limits, it will provide the Reinsurer with written notice of the new retention limits and the effective date. A change to the Company's Retention Limits in Exhibit D will not affect the Reinsured Policies in force at the time of such a change except as specifically provided for elsewhere in this Agreement.

  • 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.

  • Par Value Limitations Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares or other such shares at such adjusted Purchase Price.

  • Limitation on Affiliate Transactions (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service), contract, agreement or understanding with or for the benefit of any Affiliate of the Company (an “Affiliate Transaction”) unless:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

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