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 given to it in Section 7.3(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.

  • The maximum aggregate indemnification obligation of the Beneficiary under Article IX shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Contributor Basket Exclusions.

  • The Sellers 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 maximum aggregate indemnification obligation of the Warrantors under Article IX or Article VII shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Beneficiary Basket Exclusions.

  • The maximum obligation of the Sellers to provide indemnification pursuant to this Section 8 shall be limited to $6,000,000 in the aggregate (the "Cap"); provided, however, that the foregoing limitation shall not apply to any Buyer Losses arising from (i) the Seller Basket Exclusions or (ii) arising out of the actual fraud of the Sellers.

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

  • The maximum obligation of the Buyer to provide indemnification pursuant to this Section 8 shall be limited to the Cap in the aggregate; provided, however, that the foregoing limitation shall not apply to any Seller Losses arising from (i) the Buyer Basket Exclusions or (ii) the actual fraud of the Buyer.

  • 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 aggregate amount of all Losses for which Seller shall be liable pursuant to Section 7.02(a) (other than for those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions, for which there shall be no limitation) shall be limited, in all stances, to $2,500,000.


More Definitions of Basket Exclusions

Basket Exclusions shall have the meaning as defined in Section 7.5(a) hereto.
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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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Basket Exclusions shall have the meaning set forth in Section 9.5(a).
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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 has the meaning set forth in Section 10.5(b).

  • Classroom exclusion means the exclusion of a student from a classroom or instructional or activity area for behavioral violations, subject to the requirements of WAC 392-400-330 and 392-400-335. Classroom exclusion does not include action that results in missed instruction for a brief duration when:

  • Permanent exclusion means the student is banned forever from attending a public school in the State of Ohio. (See Policy 5610.01)

  • Materiality Threshold means limits for related party transactions beyond which the shareholders' approval will be required as specified in Companies Act, 2013 and rules thereof and amendments thereto.

  • 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 11.1 hereof;

  • Preexisting condition exclusion means, with respect to coverage, a limitation or exclusion of

  • 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).

  • Case-based Exclusion means the exclusion of a particular Sickness or Disease from the coverage of these Terms and Benefits that may be applied by the Company based on a Pre-existing Condition or factors affecting the insurability of the Insured Person.

  • Catastrophic Damage as used hereunder is major change or damage to In- cluded Timber on Sale Area, to Sale Area, to access to Sale Area, or a combination thereof:

  • Compound of Concern means a contaminant that, based on generally available information, may be emitted to the atmosphere in a quantity from any source at the Facility that is significant either in comparison to the relevant Ministry Point of Impingement Limit or if a Ministry Point of Impingement Limit is not available for the compound then, based on generally available toxicological information, the compound has the potential to cause an adverse effect as defined by the EPA at a Point of Impingement.

  • Basket Componenti means the respective share as specified in § 1 of the Product and Underlying Data.

  • 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).

  • Real-time Loss Price means the Loss Price resulting from the Office of the Interconnection’s dispatch of the PJM Interchange Energy Market in the Operating Day.

  • 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).

  • Total Loss Date means, in relation to a Ship:

  • 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 economic detriment suffered by a victim as a direct and proximate result of the commission of an offense and includes any loss of income due to lost time at work because of any injury caused to the victim, and any property loss, medical cost, or funeral expense incurred as a result of the commission of the offense. "Economic loss" does not include

  • Loss Price means the loss component of the Locational Marginal Price, which is the effect on transmission loss costs (whether positive or negative) associated with increasing the output of a generation resource or decreasing the consumption by a Demand Resource based on the effect of increased generation from or consumption by the resource on transmission losses, calculated as specified in Operating Agreement, Schedule 1, section 2, and the parallel provisions of Tariff, Attachment K-Appendix, section 2.

  • acid attack victims means a person disfigured due to violent assaults by throwing of acid or similar corrosive substance.