Losses Threshold Sample Clauses

Losses Threshold. Notwithstanding Section 12.2 hereof, no Indemnified Party shall be entitled to receive any amounts with respect to the indemnification obligations of the Indemnifying Parties set forth herein unless and until the Indemnified Parties collectively shall have incurred Losses exceeding Five Thousand Dollars (5,000), in which case all Losses in excess of Five Thousand Dollars (5,000) shall be recoverable.
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Losses Threshold. Notwithstanding the other provisions of this Section 9.2, neither the Seller nor the Employee Plan Employees shall not have any obligation to indemnify the Buyer for any Loss until the Buyer has suffered Losses in excess of $50,000 (the “Threshold Amount”), after which point the Seller and the Employee Plan Employees will be obligated for the full amount of all Losses from the first dollar of such Losses; provided, however, that Losses (i) arising as a result of fraud, willful misrepresentation or willful misconduct and (ii) based upon Taxes payable by the Seller pursuant to this Agreement shall be payable from the first dollar without regard to the Threshold Amount.
Sample 1
Losses Threshold. (a) Notwithstanding Section 9.2 hereof, no Indemnified Party shall be entitled to receive any amounts from the Indemnity Fund with respect to the indemnification obligations of Healthrac or any Healthtrac Stockholder set forth herein unless and until the Indemnified Parties collectively shall have incurred Losses exceeding Ninety-two Thousand Dollars ($92,000), in which case all Losses in excess of an aggregate threshold of Twenty-five Thousand Dollars ($25,000) shall be recoverable, subject to and in accordance with the provisions of this Article 9. (b) Notwithstanding Section 9.3 hereof, the Healthtrac Stockholders and each of their respective officers, directors, employees and other affiliates shall not be entitled to pursue any claim or receive any amounts with respect to the indemnification obligations of VDOT set forth herein unless and until such parties collectively shall have incurred Losses exceeding Ninety-two Thousand Dollars ($92,000), in which case all Losses in excess of an aggregate threshold of Twenty-five Thousand Dollars ($25,000) shall be recoverable, subject to and in accordance with the provisions of this Article 9. (c) Except with respect to a breach of any representation or warranty resulting from the fraud or wilful misrepresentation by an Indemnifying Party, the cumulative liability of the Healthtrac Stockholders under this Agreement including, without limitation, the indemnification obligations herein, shall be limited to the Indemnity Fund.
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Losses Threshold. Notwithstanding any provision of this Agreement to the contrary, and except as set forth in the second sentence of this Section 6.3(b), the Indemnified Parties may not recover any Losses under Section 6.3(a) unless and until one or more Officer's Certificates identifying such Losses under Section 6.3(a) in excess of ONE HUNDRED FIFTY THOUSAND EURO ((euro)150,000.00) in the aggregate (the "Losses Threshold") has or have been delivered to the Escrow Agent and the Shareholder Representative as provided in Section 6.3(e) hereof, and such Losses are (i) agreed to as recoverable by the Shareholder Representative; (ii) not subject to an Objection Notice, validly delivered in accordance with the provisions of Section 6.3(f) hereof (including the time limitations set forth therein); or (iii) determined to be subject to indemnification pursuant to Section 6.3(g) hereof, in which case the Indemnified Parties shall be entitled to recover all Losses so identified (without regard to the Losses Threshold). Notwithstanding the foregoing, the Losses Threshold shall not apply with respect to Losses arising from or related to any breach of the Special Loss Warranties, Covenants, and Indemnities, provided that such Losses shall also not count against the Losses Threshhold for purposes of determining whether such Losses Threshhold has been met. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of the Purchaser: (i) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.
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Losses Threshold. An Indemnifying Party shall not have any obligation to indemnify any Indemnified Parties from and against any Damages pursuant to Sections 7(b)(ii) or 7(c)(ii), as applicable, unless and until the aggregate amount of all such claims against the Indemnifying Party exceeds $25,000, whereupon satisfaction of such claims shall begin at the first dollar of Liability.
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Losses Threshold. Notwithstanding the other provisions of this Section 9 and absent fraud, neither Intellisync nor SoftVision shall be required to indemnify the other unless all claims individually or in the aggregate of one party for indemnification, either actual or reasonably estimable, exceed a minimum amount of $10,000 (the “Threshold Amount”), whereupon satisfaction of such claims shall begin at the first dollar of liability.
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Related to Losses Threshold

  • Losses in Excess of the Stated Threshold In the event that the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Stated Loss Amount under the Commercial Shared-Loss Agreement meets or exceeds the Stated Threshold, the loss/recovery sharing percentages set forth herein shall change from 80/20 to 95/5 and thereafter the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds ninety-five percent (95%) of that amount.

  • Losses Under the Stated Threshold After the Shared Loss Payment Trigger is reached, not later than fifteen (15) days after the date on which the Receiver receives the Monthly Certificate, the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to eighty percent (80%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the total Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds eighty percent (80%) of that amount.

  • Funding Losses, Etc All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

  • 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.

  • 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.

  • Uninsured Losses; Proceedings Against Assets There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

  • Payment in the Event Losses Fail to Reach Expected Level On the date that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the calendar month in which the tenth anniversary of the calendar day following the Bank Closing occurs, the Assuming Bank shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent (20%) of the Stated Threshold less (ii) the sum of (A) twenty-five percent (25%) of the asset premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The Assuming Bank shall deliver to the Receiver not later than 30 days following the True-Up Measurement Date, a schedule, signed by an officer of the Assuming Bank, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss Payments and the Cumulative Servicing Amount.

  • Uninsured Losses The Servicer must take the following actions in the event of loss or damage to any Mortgaged Property caused by an earthquake, flood, tornado or other natural disaster immediately following, the earlier to occur of (x) its notification or discovery of such loss or damage or (y) the time at which the Servicer reasonably should have known of such loss or damage in the exercise of Prudent Servicing Practices: (a) determine the extent of the losses or damages; (b) secure any abandoned Mortgaged Property from vandalism and the elements; (c) communicate with and counsel the respective Borrower on any disaster relief programs or other assistance which is available; and (d) take appropriate action to protect the interests of the Trustee and the respective Borrower.

  • Maximum Permissible Amount Except in the case of a rollover contribution (as permitted by Code Sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3), and 457(e)(16)) or a contribution made in accordance with the terms of a simplified employee pension (SEP) plan as described in Code Section 408(k), no contributions will be accepted unless they are in cash, and the total of such contributions shall not exceed the lesser of 100 percent of the Traditional IRA Owner’s Compensation, or $5,000 for any taxable year beginning in 2008 and years thereafter. After 2008, the limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 219(b)(5)(D). Such adjustments will be in multiples of $500. If the Traditional IRA Owner makes regular contributions to both Traditional and Xxxx IRAs for a taxable year, the maximum regular contribution that can be made to all the Traditional IRA Owner’s Traditional IRAs for that taxable year is reduced by the regular contributions made to the Traditional IRA Owner’s Xxxx IRAs for the taxable year.

  • Severability; Maximum Payment Amounts If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

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