Purchaser Dollar Limitations – Minimum Sample Clauses

Purchaser Dollar Limitations – Minimum. The Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 9.2(b)(i) unless and until (1) with respect to any individual item of Damage or related items of Damage arising out of substantially similar facts and circumstances, the amount of the Damages incurred by such Seller Indemnified Parties exceeds the Mini-Basket, and (2) the aggregate amount of Damages incurred by such Seller Indemnified Parties exceeds the Basket Amount, provided, however, that, in the event that such Damages exceed the Basket Amount, the Purchaser shall, subject to the limitations set forth in this Section 9, fully indemnify the Seller Indemnified Parties for all Damages (including the Basket Amount) incurred by such Seller Indemnified Parties. Notwithstanding the foregoing, neither the Mini-Basket nor the Basket Amount shall apply to Damages arising as a result of (A) any Intentional Misrepresentation or fraud by the Purchaser, or (B) any misrepresentation, breach or inaccuracy of any representation or warranty made in Section 5.1 (Organization and Authority) and Section 5.8 (Brokers or Agents).
Sample 1
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Purchaser Dollar Limitations – Minimum. The Purchasers shall not be liable to the Seller Indemnified Parties for indemnification under Section 8.2(b)(i) unless and until (1) with respect to any individual item of Damage or related items of Damage arising out of substantially similar facts and circumstances, the amount of the Damages incurred by such Seller Indemnified Parties exceeds $25,000 (the “Mini-Basket”), and (2) the aggregate amount of Damages incurred by such Seller Indemnified Parties exceeds $1,200,000 (the “Basket Amount”), provided, however, that, in the event that such Damages exceed the Basket Amount, the Purchasers shall, subject to the limitations set forth in this Section 8, jointly and severally, fully indemnify the Seller Indemnified Parties for all Damages (including the Basket Amount) incurred by such Seller Indemnified Parties. Notwithstanding the foregoing, neither the Mini-Basket nor the Basket Amount shall apply to Damages arising as a result of (A) any Intentional Misrepresentation or Fraud by a Purchaser, or (B) any misrepresentation, breach or inaccuracy of any Purchaser Fundamental Representation.
Sample 1
Purchaser Dollar Limitations – Minimum. The Purchaser shall not be liable to the Selling Company Indemnified Parties for indemnification under Section 8.2(b)(i) unless and to the extent the aggregate Monetary Damages incurred by such Selling Company Indemnified Parties exceeds $1,775,000.00 (the “Purchaser Basket Amount”). Notwithstanding the foregoing, the Purchaser Basket Amount shall not apply to Monetary Damages arising as a result of (A) any intentional misrepresentation or fraud by the Purchaser, (B) any misrepresentation, breach or inaccuracy of any representation or warranty made in Section 4.1 (Organization and Standing) or Section 4.8 (Brokers or Agents) or (C) any item in Sections 8.2(b)(ii)-(vi).
Sample 1

Related to Purchaser Dollar Limitations – Minimum

  • Minimum Amounts; Limitation on Number of Borrowings At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

  • Minimum Amount of Each Borrowing; Maximum Number of Borrowings The aggregate principal amount of each Borrowing of Loans shall be in a multiple of $100,000 and shall not be less than the Minimum Borrowing Amount. More than one Borrowing may occur on any date; provided that at no time shall there be outstanding more than four (4) Borrowings of LIBOR Loans under this Agreement.

  • Limitation on Aggregate Principal Amount The aggregate principal amount of the Notes shall not be limited. The Company shall not execute and the Trustee shall not authenticate or deliver Notes except as permitted by the terms of the Indenture.

  • Termination and Reduction of Aggregate Maximum Credit Amounts (a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

  • Ownership Limitation; Commitment Amount At the request of the Company, the Investor will inform the Company in writing of the number of Ordinary Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Ordinary Shares then issued and outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the (direct or indirect) beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Ordinary Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

  • Minimum Excess Availability Borrower shall have Excess Availability under the Revolving Credit Loans facility of not less than the amount specified in the Schedule, after giving effect to the initial advance hereunder and after giving effect to any applicable Loan Reserves against borrowing availability under the Revolving Credit Loans.

  • Revolving Committed Amount If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall exceed the Revolving Committed Amount, the Borrower shall immediately prepay the Revolving Loans and Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) Cash Collateralize the LOC Obligations in an amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (vii) below).

  • Amount Limitations Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Issuing Bank shall not be required to issue a Letter of Credit and no reduction of the Revolving Commitments pursuant to Section 2.13 shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments:

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 12 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 12 to the contrary notwithstanding, no adjustment in the Exercise Price or the Warrant Share Number shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more, or on exercise of a Warrant if it shall earlier occur.

  • Maximum Credit Patheon's liability for Active Materials calculated in accordance with this Section 2.2 for any Product in a Year will not exceed, in the aggregate, the Maximum Credit Value set forth in Schedule D to a Product Agreement.

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