The Basket Sample Clauses

The Basket. Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall be liable to AUGI or Mergerco with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Surviving Corporation or AUGI in the aggregate shall exceed the sum of $100,000 (the "Basket"). The Stockholders shall thereafter be liable, jointly and severally, for performance of its indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of each Stockholder in respect of all Losses of AUGI or Mergerco, on the one hand, and the maximum aggregate liability of AUGI and Mergerco in respect of all Losses of the Stockholders, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particular Losses, in any event exceed the limitations set forth in Section 12.2(b) below.
Sample 1
The Basket. Notwithstanding any other provision of this Agreement to the contrary, neither the IDF Group, on one hand, nor AUGI, on the other hand, shall be liable for indemnification hereunder with respect to Losses, unless and until the aggregate amount of all Losses incurred by the party or parties entitled to indemnification in the aggregate shall exceed the sum of $100,000 (the "Basket"). The indemnifying party or parties shall thereafter be liable, jointly and severally, for performance of its or their indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability set forth in Section 12.2(b) below.
Sample 1
The Basket. Notwithstanding any other provision of this Agreement to the contrary, no Principal Stockholder shall be liable to AUGI or Mergerco with respect to Losses, and neither AUGI or Mergerco shall be liable to any Principal Stockholder with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Surviving Corporation or AUGI in the aggregate, on the one hand (in the case of indemnification by any Principal Stockholder), or by any of the Principal Stockholders, on the other hand (in the case of indemnification by AUGI or Mergerco), shall exceed the sum of $250,000 (the "Basket"). The applicable indemnifying party shall thereafter be liable, jointly and severally, for performance of its indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of each Principal Stockholder in respect of all Losses of AUGI or Mergerco, on the one hand, and the maximum aggregate liability of AUGI and Mergerco in respect of all Losses of the Principal Stockholders, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particular Losses, in any event exceed the limitations set forth in Section 12.2(b) below; provided, that nothing contained in this Agreement shall be deemed to limit the rights and remedies of the Principal Stockholders under applicable federal or state securities laws.
Sample 1
The Basket. Notwithstanding any other provision of ---------- this Agreement to the contrary, except for Losses arising out of claims for breach of any of the warranties made under Sections 3.1, 3.2, 3.4, 3.8, 3.11, 3.15, 3.16 and/or 3.22 above, neither the Company nor any Principal Stockholder shall be liable to the Tadeo Group with respect to Losses unless and until the aggregatx xxount of all Losses incurred by the Surviving Corporation or Tadeo shall exceed the sum of $60,000 (the "Basket"). The applxxxxxe Principal Stockholder(s) shall thereafter be liable for all Losses in excess of the Basket.
Sample 1
The Basket. The Calculation Agent shall calculate the level of the Basket on a Calculation Day by summing the products of the closing level of each Basket Component Index on such Calculation Day and the Multiplier specified below applicable to each Basket Component Index. S&P 500® Index 0.04946686 MSCI EAFE Index® 0.02360029 MSCI Emerging Markets Index® 0.05120185 OTHER PROVISIONS: Not applicable Xxxxxxx Xxxxx & Co., Inc., a Delaware corporation (hereinafter referred to as the “Company”, which term includes any successor corporation under the Indenture herein referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the Redemption Amount (as defined below) per Unit on the Stated Maturity. Payment or delivery of the Redemption Amount and any interest on any overdue amount thereof with respect to this Global Note shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All determinations made by the Calculation Agent, absent a determination of manifest error, shall be conclusive for all purposes and binding on the Company and the holders and beneficial owners of this Global Note.
Sample 1
The Basket. The Basket shall be composed of the Underlying Equity Securities (the "Basket").
Sample 1
The Basket. Notwithstanding any other provision of this Agreement to the contrary, neither the Seller nor Xxxxxxxxxxx shall be liable to AUGI or the Purchaser with respect to Losses, and neither AUGI or the Purchaser shall be liable to the Seller or Xxxxxxxxxxx with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Purchaser or AUGI in the aggregate, on the one hand (in the case of indemnification by the Seller or Xxxxxxxxxxx), or by the Seller or Xxxxxxxxxxx in the aggregate, on the other hand (in the case of indemnification by AUGI or the Purchaser), shall exceed the sum of $10,000 (the "Basket"). The applicable indemnifying party shall thereafter be liable, jointly and severally, for performance of its indemnifica tion obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of the Seller and Xxxxxxxxxxx in respect of all Losses of AUGI or the Purchaser, on the one hand, and the maximum aggregate liability of AUGI and the Purchaser in respect of all Losses of the Seller and Xxxxxxxxxxx, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particu lar Losses, in any event exceed the limitations set forth in Section 12.2(b) below; provided, that nothing contained in this Agreement shall be deemed to limit the rights and remedies of the parties hereto under applicable federal or state securities laws.
Sample 1
The Basket. The Calculation Agent will calculate the value of the Basket by summing the products of the closing level of each Basket Index on a Calculation Day and the Multiplier specified below applicable to each Basket Index. Basket Index Multiplier ------------------------------- ---------- Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred xx xx txx "Xompany", which term includes any successor corporation under the Indenture herein referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the Redemption Amount (as defined below) at the Stated Maturity. Payment or delivery of the Redemption Amount and any interest on any overdue amount thereof with respect to this Global Note shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment at Stated Maturity
Sample 1

Related to The Basket

  • Basket Notwithstanding anything to the contrary herein, in no event shall an Indemnifying Party have any liability for an indemnity obligation under this Article VI unless and until the Damages relating to the party’s Indemnity Claims exceed $35,000 in the aggregate, provided, however that the provisions of this Section 6.8 shall not be construed to apply to the adjustments in Section 4.5. From and after the time the aggregate Damages for an Indemnified Party’s Indemnity Claims exceed $35,000, the limitation set forth in this Section 6.8 shall be of no further force and effect and the Indemnifying Party shall be liable for the entire amount of the Damages, subject to the liability limitations of Section 6.7.

  • Failure to Determine Values If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements of the foregoing sub-clauses (A), (B) or (C), then the “Value” of such Portfolio Investment as at such date shall be deemed to be zero.

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • No Payment Shall Exceed Lawful Rate Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

  • The Price The buyer may wish to apportion the purchase price among the assets first, for tax purposes; and second, so that if by chance some item is not available on completion, there is some yardstick for a claim. In most cases however, the basis for ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . For various tax purposes it may be important to specify ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 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 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable 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.

  • Adjustment if Any Payment Exceeds Lawful Rate If any provision of this Agreement or any of the other Credit Documents would obligate the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate 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 law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8; provided that to the extent lawful, the interest or other amounts that would have been payable but were not payable as a result of the operation of this Section shall be cumulated and the interest payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by notice in writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower.

  • Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

Most Referenced Clauses

Most Referenced Definitions