General Basket Sample Clauses

General Basket. No claim for indemnification under Sections 9.1(a) by the Parent’s Indemnified Parties, or under Section 9.2(a) by the Company Stockholders’ Indemnified Parties, shall be made unless and until the aggregate amount of Parent Losses or Company Stockholder Losses, as applicable, claimed by all such indemnified parties equals or exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), and upon such time any and all such Parent Losses or Company Stockholder Losses, as applicable, including the Threshold Amount, shall become payable pursuant to the terms herein. Notwithstanding the foregoing, the Threshold Amount shall not apply to any indemnification claims against the Company Stockholders or Parent arising out of or related to a breach of any Company Fundamental Representation or Parent Fundamental Representation, respectively.
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General Basket. Section 4.09(b)(11) of the Indenture is amended to delete the current figure (£80.0 million) and replace it with $285.0 million;
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General Basket. No claim for indemnification under Section 7.3(a) by the Parent Indemnified Parties, or under Section ‎7.4(a) by the Company Stockholders’ Indemnified Parties, shall be made unless and until the aggregate amount of Losses by all such indemnified parties thereunder, respectively, equals or exceeds two hundred thousand dollars ($200,000) (the “Threshold Amount”), and upon such time, any and all such Losses in excess of the first one hundred thousand dollars ($100,000) of the Threshold Amount shall become payable pursuant to the terms herein. Notwithstanding the foregoing, the Threshold Amount shall not apply to or be impacted by any indemnification claims arising out of or related to (i) Fundamental Representations, (ii) Fraud or (iii) any breach of Section 3.4(d) with respect to invoices issued by the Company from September 30, 2021 to the Closing Date.
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General Basket consistent with Pre-Existing Facility Documentation, subject to modifications acceptable to Borrower and the Required Lenders, including the following: • Remove requirement for $30 million in any fiscal year of “Net Cash Proceeds” (as defined in the Pre-Existing Facility Documentation) to trigger prepayment, and lower de minimis per transaction threshold from $10 million to $5.0 million per transaction or any series of related transactions; • In Section 7.05(j), reduce cap on reinvestment (excluding, for the avoidance of doubt, in connection with any disposition of the Madewell or J. Crew businesses) to $50 million; and • Remove carve-out for Unrestricted Subsidiaries.
Sample 1
General Basket. No claim for indemnification under Sections 8.1(a) or 8.1(e) by the Parent’s Indemnified Parties, or under Section 8.2(a) by a Company Shareholders’ Indemnified Parties, shall be made unless and until the aggregate amount of Parent Losses or Company Shareholder Losses, as applicable (excluding any De Minimis Claims, defined below), claimed by all such indemnified parties equals or exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), and upon such time any and all such Parent Losses or Company Shareholder Losses, as applicable (excluding any De Minimis Claims (as defined below)), in excess of the Threshold Amount, shall become payable pursuant to the terms herein. Notwithstanding the foregoing, the Threshold Amount shall not apply to any indemnification claims against the Company Shareholders or Parent, as applicable, arising out of or related to a breach of Sections 3.2 (Authority; Binding Nature of Agreement), 3.3 (Non-Contravention; Consents), 3.4 (Capitalization), 3.5 (Financial Statements), 3.7 (Title to Assets), 3.12 (Owned Real Property), 3.13 (Intellectual Property), 3.17 (Tax Matters), 3.18 (Employee and Labor Matters; Benefit Plans), 3.22 (Vote Required), 3.24 (Financial Advisor), 4.2 (Authority; Binding Nature of Agreement), and 4.3 (Non-Contravention; Consents) and 5.4 (Resale Registration Rights).
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Related to General Basket

  • 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.

  • 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.

  • CFR PART 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, class, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes

  • 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, glass, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes

  • Workplace adjustment An employer wishing to employ a person under the provisions of this clause shall take reasonable steps to make changes in the workplace to enhance the employee’s capacity to do the job. Changes may involve re-design of job duties, working time arrangements and work organisation in consultation with other employees in the area.

  • 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.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • DOMESTIC PREFERENCES FOR PROCUREMENTS To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

  • REQUIRED FOR PART 2 JOC - PRICING OF Regular Hours Coefficient What is your regular hours coefficient for the RS Means Price Book? (FAILURE TO RESPOND PROHIBITS PART 2 JOC EVALUATION)

  • Sector Sub-Sector Industry Classification Level of Government Type of Obligation Description of Measure Source of Measure All sectors : : - : Central : National Treatment Senior Management and Board of Directors : National Treatment and the Senior Management and Board of Directors obligations shall not apply to any measure relating to small and medium sized domestic market enterprise2. Foreign equity is restricted to a maximum of 40% for domestic market enterprises with paid-in equity capital of less than the equivalent of USD 200,000 Note: Members of the Board of Directors or governing body of corporation or associations shall be allowed in proportion to their allowable participation or share in the capital of such enterprises. : -1987 Constitution of the Republic of the Philippines. - Foreign Investments Act of 1991 (R.A. No. 7042, as amended by R.A. No. 8179). -Presidential and Administrative Issuances. ∞ 2 The concept of a small and medium sized domestic market enterprise is an enterprise with paid in equity capital of less than the equivalent of USD 200,000.00.

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