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 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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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.
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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 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. 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.
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Related to Losses Threshold

  • 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).

  • 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 Final Shared Loss Month, or upon the final disposition of all Shared Loss Assets under this Single Family Shared-Loss Agreement at any time after the termination of the Commercial Shared-Loss Agreement, the Assuming Institution shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent (20%) of the Intrinsic Loss Estimate 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 Institution 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 Institution, 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:

  • 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.

  • Net Loss After giving effect to the special allocations set forth in Section 6.1(d), Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

  • Settlement Amount See §2.9.1.

  • Losses After giving effect to the special allocations in Section 3.3 and 3.4 hereof, Losses for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

  • Settlement Averaging Period For any Option and regardless of the Settlement Method applicable to such Option:

  • Profits Losses and Distributions A. Each Member shall share all profits and losses, pro rata, in proportion to the Member's Interest in the Company. A Member's Interest shall be defined as a Member's pro rata share of ownership in the Company.

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