Threshold and de minimis Sample Clauses

Threshold and de minimis. 4.1 The Sellers shall not be liable for any Warranty Claim or Tax Covenant Claim unless the aggregate amount of its liability for such Warranty Claim or Tax Covenant Claim, as the case may be, when taken together with the aggregate amount of its liability for all other Warranty Claims or Reorganisation Indemnity Claims, or Tax Covenant Claims exceeds €2,000,000 (the “Threshold”) in which event the Sellers shall, subject to the other limitations contained in this Part 1 of Schedule 6 in this Agreement, be liable for the whole amount of all such Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim (as the case may be) and not merely the amount by which they exceed the Threshold.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Threshold and de minimis. 6.1 The Vendor shall not be liable in respect of any Claim or any claim under the Tax Deed unless the aggregate liability for all Claims and claims under the Tax Deed exceeds the sum of £700,000 (taking no account of any Claims or claims under the Tax Deed referred to in paragraph 6.2 below), in which case the Vendor shall be liable for the entire amount and not merely the excess.
Sample 1Sample 2
Threshold and de minimis. 6.1 The Warrantors shall not be liable in respect of any Business Warranty Claim unless the aggregate liability for all Business Warranty Claims exceeds £2,000,000, in which case the Warrantors shall be liable for the full amount of all Business Warranty Claims and not just the excess.
Sample 1Sample 2
Threshold and de minimis. 4.1 An Indemnifying Party shall not be liable for any Separation Claim unless the aggregate amount of its liability for such Separation Claim (excluding Pass-Through Liabilities), as the case may be, when taken together with the aggregate amount of its liability for all other Separation Claims (excluding Pass-Through Liabilities), exceeds €2,000,000 (the “Separation Threshold”) in which event the Indemnifying Party shall, subject to the other A44416060 155 limitations contained in this Part 2 of Schedule 6, be liable for the whole amount of all such Separation Claim and not merely the amount by which they exceed the Separation Threshold.
Sample 1
Threshold and de minimis. 6.1 The Warrantors shall not be liable in respect of any Claim unless the aggregate liability for all Claims exceeds £2,950,000, in which case the Warrantors shall be liable for the whole of such amount and not just the excess over such amount.
Sample 1Sample 2
Threshold and de minimis. The Seller shall have no liability for indemnification or any damages under this Agreement unless the aggregate amount of the Losses for which an indemnification or any damages can be and is claimed exceeds a threshold equal to EUR 750,000 (seven hundred and fifty thousand Euros) (basket), and each of the components of such aggregate amount exceeds a minimum amount equal to the applicable De Minimis Threshold (in each case after having taken into account all relevant limitations to the Seller's obligations set forth in this Agreement), whereby the Seller, once the aforementioned threshold is exceeded, shall be liable for the whole amount of the Losses and not only for the part exceeding the aforementioned threshold of EUR 750,000 (seven hundred and fifty thousand Euros). The "De Minimis Threshold" shall be equal to EUR 50,000 (fifty thousand Euros). For the avoidance of doubt, in case of indemnification by the Seller to the Company in accordance with Clause 8.1, the thresholds in this Clause 9.3 are applied to the entire amount of the Losses incurred by the Company, and not only to the Share Percentage of such Losses.
Sample 1
Threshold and de minimis. 6.1 The Seller shall not be liable in respect of any Claim unless the aggregate liability for all Claims, which it would in the absence of this provision be liable, exceeds US$250,000, in which case the Seller shall be liable for the entire amount and not merely the excess.
Sample 1
AutoNDA by SimpleDocs
Threshold and de minimis. 6.1 The Warrantors shall not be liable in respect of any Claim or claim under the Tax Covenant unless the aggregate liability for all such Claims and claims under the Tax Covenant exceeds €1,500,000, in which case the relevant Warrantors shall be liable for the full amount of all such claims and not only the amount by which such sum is exceeded.
Sample 1
Threshold and de minimis. 5.1 The Warrantor shall not be liable in respect of any Principal Warranty Claim unless the aggregate liability for all Principal Warranty Claims exceeds L150,000 (THE THRESHOLD), in which case the Buyer shall be entitled to all amounts resulting from those Principal Warranty Claims and not just the excess over the Threshold.
Sample 1

Related to Threshold and de minimis

  • Threshold Amount For purposes of clause (x) of the definition of Event of Default: Party A's Threshold Amount is U.S.D. $10,000,000. Party B's Threshold Amount is U.S.D. $10,000,000.

  • 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.

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • Judgments To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

  • Minimum Book Net Worth The Borrower will maintain, during each period described below and for each month thereafter, its consolidated Book Net Worth, determined as at the end of each month, at an amount not less than the amount set forth opposite such period (numbers appearing between “< >” are negative): Period Minimum Book Net Worth The month ending April 2, 2006 $24,480,000 The month ending April 30, 2006 $24,530,000 The month ending May 28, 2006 $24,525,000 The month ending July 2, 2006 $24,740,000 The month ending July 30, 2006 $24,750,000

  • Limitation on Affiliate Transactions (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service), contract, agreement or understanding with or for the benefit of any Affiliate of the Company (an “Affiliate Transaction”) unless:

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Monetary Limitations Neither any Seller nor any Principal will have any obligation to indemnify Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 (at which point the Sellers and the Principals will indemnify the Buyer Indemnified Persons for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VII). The Sellers’ and the Principals’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million. The limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to any provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) are not subject to the monetary limitations set forth in this Section 7.01(c). Notwithstanding anything to the contrary in this Agreement, (x) in no event shall the aggregate liability of the Principals and the Sellers under this ARTICLE VII and Section 8.01 exceed the Overall Indemnity Cap and (y) in no event shall the aggregate liability of any Principal under Section 7.01 and Section 8.01 (when combined, without duplication with his Pro Rata Percentage of the Sellers’ liability under such provisions) exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap. Notwithstanding anything to the contrary in this Agreement, no amounts distributed to Buyer out of the Escrow Cash Amount in accordance with the Escrow Agreement shall be applied against the $10 million limit described in the second sentence of this Section 7.01(c).

Time is Money Join Law Insider Premium to draft better contracts faster.