Shareholders' Damages Sample Clauses
Shareholders' Damages. Notwithstanding the foregoing, Acquiror --------------------- shall have no liability under Section 8.1(b) unless and until a Shareholders' Agent Certificate or Certificates for an aggregate amount of Damages in excess of $100,000 has been delivered to the Acquiror and to the Escrow Agent; provided, however, that after a Shareholders' Agent Certificate or Certificates -------- ------- for an aggregate of $100,000 in Damages has been delivered, the Shareholders shall be entitled to indemnification for the full amount of Damages identified in such Shareholders' Agent Certificate or Certificates up to the total amount of the consideration to the Shareholders set forth in Section 3.1.
Shareholders' Damages. Notwithstanding the foregoing, Acquiror shall have no liability under Section 8.1 and the Escrow Fund shall not be reduced unless and until a Shareholders' Agent Certificate or Certificates for an aggregate amount of Damages in excess of $250,000 has been delivered to the Acquiror and to the Escrow Agent; provided, however, that after a Shareholders' Agent Certificate or Certificates for an aggregate of $250,000 in Damages has been delivered, the Escrow Fund shall be reduced in the full amount of Damages identified in such Shareholders' Agent Certificate or Certificates.
Shareholders' Damages. Nothing in this Agreement is intended to --------------------- limit Shareholder's right to monetary damages for Parent's or MergerCo's breach of contract in connection with the terms and conditions of this Agreement. The parties hereto have caused this Agreement to be executed and delivered as of May 31, 1999. USA ▇▇▇▇▇.▇▇▇, INC., a Nevada Corporation By: ___________________________________ Its: __________________________________ TSI SUB, Inc., a Delaware corporation By: ___________________________________ Its: __________________________________ TRISERVE COMMUNICATIONS, INC., a California corporation By: ___________________________________ Its: __________________________________ SHAREHOLDER: _______________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 40 EXHIBIT A --------- CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A): ---------
Shareholders' Damages. Notwithstanding the foregoing, Acquiror shall have no liability under Section 8.1 until a Shareholders' Agent Certificate or Certificates for an aggregate amount of Damages in excess of $50,000 has been delivered to the Acquiror; provided, however, that after a Shareholders' Agent Certificate or Certificates for an aggregate of $50,000 in Damages has been delivered, the Acquiror shall, subject to the Limitation provided in Section 8.1(b) and the provisions of Sections 8.5 and 8.6, deliver to the Shareholders' Agent not less than thirty (30) days thereafter, cash equal to the amount of Damages.