Buyer Threshold definition

Buyer Threshold has the meaning set forth in Section 8.3(b).
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Buyer Threshold is defined in Section 10.2(b).
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Buyer Threshold is defined in Section 10.2(c). PUBLIC COPY
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Examples of Buyer Threshold in a sentence

  • Seller shall issue warrants to purchase Preferred Stock to each Buyer ("Threshold Buyer") purchasing $800,000 or more in Preferred Stock.

  • Notwithstanding anything to the contrary in this Agreement, the Buyer’s aggregate liability to Seller under this Agreement shall not in any event exceed $1,500,000 (the “Buyer Indemnification Cap”); provided, however, that neither the Buyer Threshold Amount nor the Buyer Indemnification Cap shall apply to Damages to the extent arising from any Breach of any representation or warranty set forth in Section 4.2(a).

  • Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) of this Section until the total of all Damages with respect to such matters exceeds $500,000 (the “Buyer Threshold Amount”), and then only for the amount by which such Damages exceed the Buyer Threshold Amount.

  • Holdings and their respective officers, directors, employees, agents and affiliates under Section 8.3(a)(i) for Sellers' Losses in excess of the Buyer Threshold shall not exceed twenty-five percent (25%) of the Purchase Price.

  • The Seller Parties shall not be liable, and the Buyer agrees not to enforce any claim for indemnification under this Article 10 (excluding any claims, adjustments or offsets under Articles 3 or 7) until the aggregate amount of all such claims exceeds $10,000 (the "BUYER THRESHOLD"); provided, however, that once the amount of claims exceeds the Buyer Threshold, the Buyer shall be entitled to recover the entire amount of all claims in excess of $10,000.

  • Subject to the exceptions set forth in Section 9.03(d), the Principal Stockholders shall not be obligated to indemnify Buyer Indemnified Parties in respect of Buyer Indemnifiable Losses until the cumulative amount of all Buyer Indemnifiable Losses exceeds $50,000 (the "Buyer Threshold"), whereupon only such excess amount shall be recoverable in accordance with the terms hereof.

  • In connection with any claim for indemnification under Section 10.2, the Seller will promptly provide the Buyer with written notice of all claims included in the Buyer Threshold and copies of all documents reasonably requested by the Buyer relating thereto.

  • Notwithstanding anything to the contrary in this Agreement, the Buyer Threshold shall not apply in any respect to any Damages arising out of or related to (i) any breach of any covenant or agreement of Buyer contained in this Agreement, (ii) the Assumed Liabilities or (iii) fraud, intentional breach or willful misconduct on the part of Buyer.

  • For the avoidance of doubt, claims for indemnification pursuant to Sections 10.2(a)(ii)-(v) shall not be subject to the Buyer Threshold.

  • For the avoidance of doubt, Costs below the Per Occurrence Amount shall not be counted towards the Buyer Threshold Amount.


More Definitions of Buyer Threshold

Buyer Threshold has the meaning ascribed to it in Section 8.3(b). --------------- "Buyer's Objection" has the meaning ascribed to it in Section 1.4(d). ----------------- "Carly Sublease" has the meaning ascribed to it in Section 4.25. --------------
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Buyer Threshold has the meaning ascribed to it in Section 9.3(b).
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Buyer Threshold shall have the meaning ascribed to it in Section 10.3(b).
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Buyer Threshold as defined in Section 10.2(b)(ii). -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT EXECUTION COPY "CHANGE OF CONTROL" - the acquisition of the company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the company), unless the company's stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity; or a sale of all or substantially all of the assets of the company.
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Related to Buyer Threshold

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Minimum Threshold means the average daily yield on the 10 Year Treasury Note (as reported in the Bloomberg GT10 index) over the Award Period.

  • Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Stated Threshold means total losses under the shared loss agreements in the amount of $41,000,000.00.

  • Bid threshold means the dollar amount set in N.J.S.A. 18A:18A-3, above which a Board shall advertise for and receive sealed bids in accordance with procedures set forth in N.J.S.A. 18A:18A-1 et seq.

  • 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.

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

  • stipulated minimum threshold means that portion of local production and content as determined by the Department of Trade and Industry; and

  • Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.

  • Accelerated Purchase Minimum Price Threshold means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

  • Restoration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR

  • Additional Accelerated Purchase Minimum Price Threshold means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Threshold means with respect to Party B: infinity.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Alteration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).