Maximum Net Losses Sample Clauses

Maximum Net Losses. In the event that NewCo incurs net after tax losses which exceed nine hundred twenty five thousand dollars ($925,000) for the five (5) month period commencing on August 1, 2000 and ending December 31, 2000 (the "Maximum Net Losses Target"), Escrow Shares with a value equal to the difference between the Maximum Net Losses Target and the amount of net after tax losses actually incurred by the Purchased Business for the five (5) month period commencing on August 1, 2000 and ending December 31, 2000 (the "Net Losses Shortfall Amount"), shall be released by the Escrow Agent to Xxxx. The parties hereby agree that in determining net after tax losses such amount shall not include any interest expense for interest related to long term debt or other financing (other than interest expenses for interest related to letters of credit in an amount consistent with the past ordinary business practices of W2Com) in an aggregate principal amount in excess of two million five hundred thousand dollars ($2,500,000) or amortization relating to the increase in the goodwill of the Purchased Business resulting from the consummation of the transactions contemplated under the Asset Purchase Agreement. The Revenue Shortfall Amount and the Net Losses Shortfall Amount shall be determined on the basis of the audited financial statements of NewCo and the transfer of Escrow Shares to Xxxx with a value equal to the Revenue Shortfall Amount or the Net Losses Shortfall Amount, shall be made by the Escrow Agent to Xxxx within five (5) business days of the delivery by Xxxx of the audited financial statements of NewCo for the year ending December 31, 2000 to the Escrow Agent, CYMI and W2COM. For purposes of this Escrow Agreement, Escrow Shares shall be valued at the average closing price of shares of Xxxx on the NASDAQ National Market or such other United States national securities exchange on which the shares of Xxxx are then authorized for listing and are traded on the fourteen (14) trading days prior to the transfer of such shares to Xxxx.
Sample 1
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Maximum Net Losses. Not suffer any net loss in excess of the following amounts (dollar amounts in brackets (< $ >) are negative amounts signifying losses) for the following periods:
Sample 1

Related to Maximum Net Losses

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

  • 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:

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

  • Operating Losses To the extent there is an Operating Loss for any calendar month, Owner shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after Manager has delivered notice thereof to Owner and any Operating Loss funded by Owner shall be a “Owner Operating Loss Advance.” If Owner does not fund such Operating Loss, Manager shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after such initial twenty (20) day period, and any Operating Loss so funded by Manager shall be an Additional Manager Advance. If neither party elects to fund such Operating Loss, Manager may elect, by notice to Owner given within thirty (30) days thereafter, to terminate this Agreement, which termination shall be effective thirty (30) days after the date such notice is given; upon such termination, Owner shall pay Manager the Termination Fee, within sixty (60) days of the effective date of termination, as liquidated damages and in lieu of any other remedy of Manager at law or in equity and such termination shall otherwise be in accordance with the provisions of Section 11.09.

  • Maximum Payments Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

  • Allocations of Net Profits and Net Losses (a) After giving effect to the allocations under Sections 4.2 and 7.1(b)(v), Net Profits and Net Losses and all related items of income, gain, loss, deduction and credit for each Fiscal Period shall be allocated among the Members in such manner as shall cause the Capital Accounts of each Member to equal, as nearly as possible, (i) the amount such Member would receive if all assets on hand at the end of such year were sold for cash at the Carrying Values of such assets, all liabilities were satisfied in cash in accordance with their terms (limited in the case of Member Nonrecourse Debt and Company Nonrecourse Liabilities to the Carrying Value of the assets securing such liabilities), and any remaining or resulting cash was distributed to the Members under Section 4.4(a), minus (ii) an amount equal to such Member’s allocable share of Minimum Gain as computed immediately prior to the deemed sale described in clause (i) above in accordance with the applicable Treasury Regulations, and minus (iii) the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the deemed sale described in clause (i) above.

  • Allocation of Nonrecourse Deductions Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

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