Monetary Thresholds Sample Clauses

Monetary Thresholds. Except for claims relating to or arising from the inaccuracy of the representations and warranties referred to in Paragraphs 10.2 (Organization and Standing), 10.3 (Status of the CEO) and 10.4 (Authorization), 10.6 (By-laws, Shares and Capitalization) as well as relating to Losses referred to in Paragraph 12.1 (a)(ii), (b), (c) and (d) above, in respect of which the following limitation shall not apply, the Sellers shall not be liable to the Buyer pursuant to Paragraph 12.1 above if, after applying the exclusions, deductions and limitations set forth in Paragraphs 12.2.1 through 12.2.3 above: (a) De minimis - the amount due in connection with any single occurrence giving rise to a Loss pursuant thereto does not exceed Euro 80,000.00 (eighty thousand), unless the single occurrence giving rise to a Loss is part of a series of occurrences of the same kind arising out of the same set of facts totaling, in aggregate, more than Euro 250,000.00 (two hundred fifty thousand); and (b) Deductible - the aggregate of all amounts that would otherwise be due pursuant to Paragraph 12.1 (and without taking into accounts any Losses not exceeding the amount set out in Paragraph 12.2.4(a) above) does not exceed Euro 700,000 (seven hundred thousand), provided that if such limit is exceeded, the Sellers shall be liable for the full amount exceeding Euro 300,000.00 (three hundred thousand).
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Monetary Thresholds. Subject to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities), the Sellers and/or Spig Holding shall have no liability for Indemnification under Section 10.1 (Indemnification) letter (a), items (i) or (ii), and/or under Section 10.1 (Indemnification) letter (b) (the “Breach of Warranty Indemnification”): (a) for any Loss, as it may be reduced after having applied all the exclusions and limitations under this Section 10.3 (Exclusions and Limitations), which does not exceed Euro 50,000 (the “De Minimis”); and (b) for any Loss other than those contemplated in item (c) below, until the aggregate amount due in connection with all such Losses (each of which in an amount in excess of the De Minimis) exceeds Euro 500,000 (the “Threshold”), provided that, if the Threshold is exceeded, the Sellers and/or Spig Holding’s liability shall be limited to any amount in excess of the Threshold; and (c) with respect exclusively to Losses deriving from uncollectible accounts receivable of the Company contested by clients, subject to Section 10.3.2(a), until the aggregate amount due in connection with such Losses exceeds Euro 500,000 (the “Specific Threshold”), provided that, if such Specific Threshold is exceeded, Spig Holding’s liability in connection with such Losses shall be limited to any amount in excess of the Specific Threshold. In any event, and subject to the above and to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities), (i) Spig Holding’s maximum aggregate liability for Breach of Warranty Indemnification shall be limited to Euro 1,550,000 and (ii) Ambienta’s maximum aggregate liability for Breach of Warranty Indemnification shall be limited to Euro 1,550,000 (collectively with Spig Holding’s maximum aggregate liability for Breach of Warranty Indemnification, the “Cap”) in consideration that any Purchaser’s claim for Breach of Warranty Indemnification in excess of the Cap (or the portion of any such claim exceeding the Cap) shall be made and indemnifiable under the terms and subject to the conditions set forth in the W&I Policy, provided that in case for any reason whatsoever the W&I Policy does not enter into force on or after the Closing Date it will be the exclusive responsibility of the Purchaser and the Cap will not be increased for any reason whatsoever, without prejudice however to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities).
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Monetary Thresholds. Subject to the provisions set forth in Subsections 11.3.1, 11.3.2 and 11.3.3 above, the Sellers will not be liable: (a) if the amount due in connection with any single occurrence giving rise to liability pursuant thereto does not exceed [*] (the “De Minimis”); (b) until the aggregate of all amounts that would otherwise be due exceeds [*] (the “Floor”), it being understood that any occurrence which is of a value lower than the amount set forth in letter (a) preceding will not be taken into account for the purposes of calculating the Floor and provided further that if the Floor is exceeded, the Sellers’s liability will be limited to the excess; (c) in any event, and subject to above, the Sellers’s maximum aggregate liability (the “Cap”) under Section 11.1 (and subject to Section 11.3) shall be limited to [*], irrespective of whatever breach of the Sellers and/or of whatever amount of damage suffered by the Purchaser; (d) anything to the above notwithstanding, the Sellers’s maximum aggregate liability in respect of the losses or damages incurred or suffered by the Purchaser as a result of the breach of the representations and warranties set out in Subsection 9.1.4 shall be limited to an amount corresponding to [*]; Notwithstanding anything herein to the contrary, nothing in this Agreement will limit the remedies provided for by the Code for fraud or willful misconduct.
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Monetary Thresholds. (a) The Seller shall not be liable: (i) if the amount due in connection with any single occurrence (or series of events of a similar nature) giving rise to liability pursuant thereto does not exceed Euro 35.000,00 (thirty five thousand); (ii) until the aggregate of all amounts that would otherwise be due by the Seller (taking into account the amounts to be subsequently excluded pursuant to point (i) above) exceeds Euro 500,000 (five hundred thousand) (the “Threshold”), provided that, if such limit is exceeded, the Sellers liability shall be limited to the excess of half of the Threshold (i.e. Euro 250,000 (two hundred and fifty thousand). (b) In any event, and subject to above, the Seller’s maximum aggregate liability under Section 9.1 shall be limited to Euro 3,000,000.00 (three million) (the “Cap”), provided that the Cap shall not apply to any breach of the covenants under Sections 4.3, 11.1, 11.2 and 11.3 of this Agreement.
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Monetary Thresholds. 8 Section 1.7 Drafting...................................................................9 Section 1.8 Headings...................................................................9 Section 1.9 Include....................................................................9 Section 1.10 Or........................................................................9 Section 1.11 Plural and Singular Words.................................................9 Section 1.12 Predecessors..............................................................9 Section 1.13 Pronouns..................................................................9
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Monetary Thresholds. The establishment of any monetary thresholds shall not create a materiality standard under this Agreement except as expressly provided.
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Monetary Thresholds. (a) Subject to the provisions set forth in Subsections 10.3.1, 10.3.2 and 10.3.3 above and subject to item (c) below, the Sellers will not be liable pursuant to item (a) of Section 10.1:
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Monetary Thresholds. Except as to the Surviving Warranties, no Warranty Claim may be made by a Party unless the other Party’s liability in respect of that Warranty Claim, when that Party’s liability is aggregated with all other Warranty Claims, exceeds $250,000 (excluding all costs incurred by the claimant Party with respect to the Warranty Claim), in which case that Party shall be liable for the whole amount claimed and not just the amount by which the threshold in clause 6.3 is exceeded.
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Related to Monetary Thresholds

  • 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.

  • Threshold Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Thresholds The threshold of a sample to constitute a positive result alcohol, drugs, or their metabolites is contained in the standards of one of the programs listed in MN Statute §181.953, subd 1. The employer shall, not less than annually, provide the unions with a list or access to a list of substances tested for under this LOA and the threshold limits for each substance. In addition, the employer shall notify the unions of any changes to the substances being tested for and of any changes to the thresholds at least thirty (30) days prior to implementation.

  • Minimum Net Worth The Borrower will at all times maintain ----------------- Consolidated Net Worth of not less than the sum of (i) $265,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending December 31, 1997 (without deduction for losses).

  • Maximum Total Payment Including the reimbursable expenses shown above (if any), the maximum total payment under this Contract is $ ; this is a not-to-exceed amount, and the District will not pay more than this amount unless specifically agreed to in an amendment executed by the parties.

  • Minimum Payment (a) Overtime worked on a Saturday or Sunday will be paid for at the rate of double Ordinary Rates. Employees required to work on a Saturday or Sunday will be afforded a minimum 4 hours work, or be paid as if for 4 hours at the aforementioned overtime rates.

  • Minimum Net Income If as of the last day of any calendar month within a fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth is less than [***] or the Seller, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than [***], in either case, the Seller’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed [***].

  • Parachute Payment Limitation If any payment or benefit (including payments and benefits pursuant to this Agreement) Executive would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this paragraph, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which of the following two alternative forms of payment shall be paid to Executive: (A) payment in full of the entire amount of the Payment (a “Full Payment”), or (B) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). A Full Payment shall be made in the event that the amount received by the Executive on a net after-tax basis is greater than what would be received by the Executive on a net after-tax basis if the Reduced Payment were made, otherwise a Reduced Payment shall be made. If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order: (A) reduction of cash payments; (B) cancellation of accelerated vesting of equity awards other than stock options; (C) cancellation of accelerated vesting of stock options; and (D) reduction of other benefits paid to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant.

  • 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.

  • Minimum Book Net Worth The Borrower will maintain, during each period described below, its Book Net Worth, determined as of the end of each month, in an amount not less than the amount set forth for each such period: August 1, 2005 through September 30, 2005 $ 7,800,000 October 1, 2005 Through December 31, 2005 $ 7,500,000 January 1, 2006 Through March 31, 2006 $ 7,500,000 April 1 Through June 30, 2006 $ 7,500,000 July 1, 2006 Through September 30, 2006 $ 7,500,000 October 1, 2006 Through December 31, 2006 $ 7,600,000 January 1, 2007 and each month thereafter $ 7,600,000

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