Floor; Basket Sample Clauses

Floor; Basket. TRIP’s Shareholders and/or AZUL Holding’s Shareholders (as applicable) will not be required to indemnify or reimburse the other Party in relation to any isolated Loss that results in indemnity under [*****] In other words, Losses below such amount shall not be included in the Memorandum Account. Likewise, TRIP’s Shareholders and/or AZUL Holding’s Shareholders (as applicable) will not be required to pay to the other Party any indemnity amount until the moment when the total amount of indemnity payable by the Indemnifying Party reaches a value equal to or greater than [*****] (the “Basket”). Once the Basket value is reached, as calculated in accordance with Sections 8.3.2(i) and (ii), the entire value of the Basket shall be indemnified and not just whatever is in excess. On the other hand, if the total value of the Basket is not reached, as calculated in accordance with Sections 8.3.2(i) and (ii), the amount then calculated shall be accrued for purposes of the next calculation to be made pursuant to Section 8.3.2. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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Related to Floor; Basket

  • Basket Notwithstanding anything to the contrary herein, in no event shall an Indemnifying Party have any liability for an indemnity obligation under this Article VI unless and until the Damages relating to the party’s Indemnity Claims exceed $35,000 in the aggregate, provided, however that the provisions of this Section 6.8 shall not be construed to apply to the adjustments in Section 4.5. From and after the time the aggregate Damages for an Indemnified Party’s Indemnity Claims exceed $35,000, the limitation set forth in this Section 6.8 shall be of no further force and effect and the Indemnifying Party shall be liable for the entire amount of the Damages, subject to the liability limitations of Section 6.7.

  • Warrant Exchangeable for Different Denominations This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.

  • Floor Price BNYMCM shall not sell Common Shares below the Floor Price during any Selling Period, as such Floor Price may be adjusted by the Company at any time during any Selling Period upon notice to BNYMCM and confirmation to the Company.

  • Different Denominations This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

  • Note Exchangeable for Different Denominations This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.