Basket Exclusions definition

Basket Exclusions has the meaning given such term in Section 10.6(c).
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Basket Exclusions has the meaning set forth in Section 8.06(b).
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Basket Exclusions has the meaning set forth in Section 7.4 of this Agreement.
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Examples of Basket Exclusions in a sentence

  • All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder, and, except as otherwise specifically provided in this Agreement and, except for all representations and warranties of the Stockholders contained in Article IV and except with respect to the Basket Exclusions (as defined in Section 9.04), shall thereafter terminate and expire on the first anniversary of the Closing Date.

  • The Basket Exclusions shall survive the Closing indefinitely, other than Section 3.28, which shall survive for the applicable statute of limitations.

  • All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder, and, except as otherwise specifically provided in this Agreement and, except for all representations and warranties of the Stockholders contained in Article IV and except with respect to the Basket Exclusions (as defined in Section 9.04), shall thereafter terminate and expire on the second anniversary of the Closing Date.

  • The obligation of each Seller to indemnify and hold harmless the Indemnified Parties from and against any and all Indemnified Costs arising out of or related to any of the Basket Exclusions (i) shall be several and not joint and (ii) shall only arise with respect to the Shares owned by such Seller immediately prior to the Closing.

  • The Sellers and the Holder shall be responsible for the full amount of all Claims arising from the Sellers Indemnity Basket Exclusions, and the amount of such Claims shall be included in the determination as to whether the Indemnity Basket is met for all other Indemnity Claims by Buyer Indemnified Parties.

  • The respective Indemnity Caps shall not apply to Losses arising from or relating to the Sellers Indemnity Basket Exclusions and the Buyer Indemnity Basket Exclusions, and Losses arising from or relating to the Sellers Indemnity Basket Exclusions and the Buyer Indemnity Basket Exclusions shall not be used to determine whether the applicable Indemnity Cap has been met.

  • The Seller shall be responsible for the full amount of all Claims arising from the Seller Indemnity Basket Exclusions, and the amount of such Claims shall be included in the determination as to whether the Indemnity Basket is met for all other Indemnity Claims by Buyer Indemnified Parties.

  • The Shareholders shall be obligated to pay all Buyer Losses based on the Seller Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all Buyer Losses shall have exceeded, in the aggregate, the Basket Amount.

  • The Sellers jointly and severally represent and warrant (it being understood that any claim for indemnification under the Stock Purchase Agreement relating to any breach of the following shall be Seller Basket Exclusions) to the Buyer that the Sellers have all necessary power and authority (corporate or otherwise) to execute and deliver this Amendment and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby.

  • The Basket Exclusions shall survive the Closing until the expiration of the applicable statute of limitations, except for Section 5.29, which shall survive indefinitely.


More Definitions of Basket Exclusions

Basket Exclusions shall have the meaning set forth in Section 10.4.1 hereto.
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Basket Exclusions shall have the meaning set forth in Section 9.5(a).
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Basket Exclusions are Losses arising out of, resulting from or relating to a breach by MDV of any representation or warranty set forth in Sections 4.1, 4.12, 4.19, 4.27 or 4.28.
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Related to Basket Exclusions

  • Basket Component means each of the SPDR S&P 500 ETF Trust, iShares Russell 2000 Index Fund, iShares MSCI EAFE Index Fund, and iShares MSCI Emerging Markets Index Fund.

  • Exclusions means that certain things are deliberately not covered in a particular policy type

  • Basket Amount shall have the meaning set forth in Section 8.4(a).

  • Gross Heating Value means the total heat expressed in megajoules per cubic metre (MJ/m³) produced by the complete combustion at constant pressure of one (1) cubic metre of gas with air, with the gas free of water vapour and the temperature of the gas, air and products of combustion at standard temperature and all water formed by the combustion reaction condensed to the liquid state;

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Basket has the meaning set forth in Section 8.04(a).

  • Volatile organic compounds or “VOC” means any compound of carbon, excluding carbon monoxide, carbon dioxide, carbonic acid, metallic carbides or carbonates, and ammonium carbonate, which participates in atmospheric photochemical reactions.

  • Risk Weighted Assets means the risk weighted assets or total risk exposure amount, as calculated by the Company in accordance with the Capital Regulations applicable to the Regulatory Group as at that point in time.

  • Losses shall have the meaning set forth in Section 5(a).

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.

  • Economic loss means any of the following types of pecuniary harm:

  • Heating Value means the heat released by combustion of one pound of waste or fuel measured in Btu on an as received basis. For solid fuels, the heating value shall be determined by use of ASTM Standard D2015-66.

  • Gross weight means the aggregate weight of a vehicle or combination of vehicles and the load

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Covered Losses means any and all losses, assessments, fines, penalties, administrative orders, obligations, judgments, amounts paid in settlement, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable court costs and attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.

  • Survival Date has the meaning set forth in Section 9.1.

  • Total Intrinsic Loss Estimate means the sum of the SF1-4 Intrinsic Loss Estimate in the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the Commercial Shared-Loss Agreement, expressed in dollars.

  • Third Party Claims has the meaning set forth in Section 11.1.