Special Limit definition
Special Limit means, for any Obligor so long as such Obligor’s long term unsecured, non-third party credit enhanced, senior indebtedness is rated at least A (or its equivalent) by S&P and at least A2 (or its equivalent) by Moody’s, 5% of the amount of Aggregate Net Investment then outstanding, unless the Agent, in its discretion or at the direction of an Instructing Group, notifies the Seller of a different limit.
Special Limit means each “Special Limit” as shall be agreed to in writing by the Administrative Agent (with the consent of the Requisite Purchasers) for certain Obligors from time to time.
Special Limit means, (i) for National Rx, Inc. ("National Rx"), a wholly owned subsidiary of Merck-Medco Managed Care, Inc., a wholly owned subsidiary of Merck & Co., Inc. ("Merck"), 15% of the Eligible Receivables Balance, provided, however, that such Special Limit shall be automatically deemed revoked (A) at the time, if any, when Merck ceases to have a short-term unsecured senior debt rating of higher than "A-2" from S&P and a short-term unsecured senior debt rating of higher than "P-2" from Moody's or (B) National Rx shall cease at any time to be, directly or indirectly, a wholly owned subsidiary of Merck, (ii) for Longs Drug Stores Corporation ("Longs"), 10% of the Eligible Receivables Balance; provided, however, that such Special Limit shall be automatically deemed revoked at the time, if any, when the sum of Delinquent Receivables and Defaulted Receivables to Longs exceeds 50% of the total outstanding balance of Receivables to Longs, unless in the case of either (i) or (ii), the Agent, at the direction of the Instructing Group, notifies the Seller of a different limit, (iii) for Walgreen Company, 12% of the Eligible Receivables Balance; provided, however, that such Special Limit shall be deemed automatically revoked at any time, if any, when Walgreen Company ceases to have a short-term unsecured senior debt rating of higher than "A-2" from S&P and a short-term unsecured senior debt rating of higher than "P-2" from Moody's, and (iv) such other "Special Limits" as shall be agreed to in writing by the Instructing Group for other Obligors from time to time and approved by the required Rating Agencies. If the Special Limit for National Rx is revoked as indicated in subsection (i)(A) of this definition, the Concentration Limit for National Rx will be based on the Merck short-term unsecured senior debt ratings and the associated Concentration Limits in the table appearing in such definition. If the Special Limit for National Rx is revoked as indicated in subsection (i)(B) of this definition, the Concentration Limit for National Rx will be based on the short-term unsecured senior debt ratings of National Rx and the associated Concentration Limits in the table appearing in such definition. If the Special Limit for any other Obligor is revoked at any time, such Obligor's Concentration Limit will be based on its short-term unsecured senior debt rating per the table appearing in the definition of "Concentration Limit."
Examples of Special Limit in a sentence
The services provided by this subsection are included and not in addition to any applicable Covered Item Limit or Special Limit.
For the sake of clarity, no amount recovered as indemnification for a No Limit Loss shall reduce the amount available for the indemnification of other Losses and Special Limit Losses with respect to the Maximum Amount or the Special Limit Losses Maximum Amount.
The Special Limit to which this Memorandum refers is deemed to be included in the Total Sum Insured specified in the Schedule.
The foregoing notwithstanding, the Borrower’s aggregate Investments in New Domestic Subsidiaries that shall not individually be deemed Special Material Subsidiaries shall not exceed $20,000,000 (the “Special Limit”), provided, that if such Investments shall exceed the Special Limit, the Borrower shall promptly designate such additional New Domestic Subsidiaries to be deemed “Special Material Subsidiaries” as necessary in order to adhere to the Special Limit.
With respect to Special Limit Losses, the maximum indemnification amount to which Phase Forward Indemnitees may be entitled under this Agreement, and the sole source of such indemnification, shall be (i) the Escrow Amount held in escrow pursuant to the Escrow Agreement and (ii) up to $2.0 million of Earnout payments, if any, which may become due and payable under Section 4.8(a) (the “Earnout Offset Amount”).
More Definitions of Special Limit
Special Limit means, with respect to the City of Kansas City, Missouri, 5% of the Eligible Receivables Balance.
Special Limit means $5.0 million; and (iii) the value of the Change in Control Benefits shall be the gross amount of salary continuation and bonus continuation, the gross spread on stock options that would vest as a part of the Change in Control Benefits, and the gross value of restricted stock and other awards (other than stock options) that would vest as a part of the Change in Control Benefits. Measures of value of stock options, restricted stock and other awards will be taken at fair market value on the date of termination of employment.
Special Limit means (x) for each of PL Subsidiary, Inc. and its Affiliates, Azteca Production International, Inc. and its Affiliates, Kentucky Apparel, LLP and its Affiliates, and Koo's Manufacturing, Inc. and its Affiliates, 4% and (y) collectively for Levi ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Canada, and Levi ▇▇▇▇▇▇▇ Europe (collectively, the "Levi ▇▇▇▇▇▇▇ Obligors") and as of any date of determination thereof, (i) 15% if the Levi ▇▇▇▇▇▇▇ Fixed Charge Coverage Ratio at such time is greater than 1.40:1.00, (ii) 10% if the Levi ▇▇▇▇▇▇▇ Fixed Charge Coverage Ratio at such time is greater than 1.25:1.00 but less than or equal to 1.40:1.00, or (iii) 5% if the Levi ▇▇▇▇▇▇▇ Fixed Charge Coverage Ratio at such time is less than or equal to 1.25:1.00. Notwithstanding any of the foregoing, (i) if and for so long as more than 50% in aggregate Outstanding Balance at any one time of the aggregate Receivables owed by the Levi ▇▇▇▇▇▇▇ Obligors are greater than 60 days past their respective Maturity Dates or 90 days past their respective original invoice dates, the Special Limit shall not exceed 10%, and (ii) the Special Limit for the Levi ▇▇▇▇▇▇▇ Obligors thereafter shall not exceed 10% from and after the 30th day prior to the expiration date of the Credit Facility as then in effect unless and until (a) the Credit Facility as then in effect has been extended for a period acceptable to the Purchaser, the Operating Agent and the Collateral Agent or refinanced on terms acceptable to the Purchaser, the Operating Agent and the Collateral Agent or (b) Cone ▇▇▇▇▇ shall have obtained a legally binding written commitment for such refinancing or extension on terms acceptable to the Purchaser, the Operating Agent and the Collateral Agent, and in either such case with the Credit Facility Lenders or with another lender or lenders acceptable to the Purchaser, the Operating Agent and the Collateral Agent. The Special Limit may be changed at any time at the sole discretion of the Operating Agent and, in the case of an increase only, upon satisfaction of the Rating Agency Condition with respect thereto.
Special Limit means (i) an amount not to exceed 35% of the aggregate outstanding principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of at least "A-" and "A3" by S&P and Moody's, respectively, (ii) an amount not to exceed 15% of the aggreg▇▇▇ ▇▇▇standing principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of at least "BBB+" and "Baa1" but less than "A-" and "A3" by S&P and Moody's, respectively, (iii) an amount not to exceed 10% of the aggre▇▇▇▇ ▇▇tstanding principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of at least "BBB" and "Baa2" but less than "BBB+" and "Baa1" by S&P and Moody's, respectively, (iv) an amount not to exceed 7.5% of the aggre▇▇▇▇ ▇▇tstanding principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of at least "BBB-" and "Baa3" but less than "BBB" and "Baa2" by S&P and Moody's, respectively, and (v) an amount not to exceed 2.5% of the ag▇▇▇▇▇▇▇ outstanding principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of below "BBB-" and "Baa3" by S&P and Moody's, respectively; provided, however, that if any Special Obligor ▇▇ ▇▇▇ rated by either S&P or Moody's, the applicable Concentration Limit shall be 2.5%.
Special Limit or "Termination Event", (G) amend or modify any defined term (or any defined term used directly or indirectly in any such defined term) used in clauses (A) through (F) above in any manner that would circumvent the intention of the restrictions set forth in such clauses, or (H) otherwise materially affect the rights of any Purchaser or Purchaser Agent hereunder.
Special Limit means, (i) with respect to The ▇▇▇▇▇▇▇- ▇▇▇▇▇▇▇▇ Company, an amount not to exceed 20% of the Eligible Receivables Balance so long as its long-term unsecured indebtedness is rated no lower than (a) A- by S&P and no lower than Baal by Moody’s or (b) no lower than A3 by Moody’s and BBB+ by S&P, and (ii) with respect to any other Obligor, such amount as may be agreed from time to time in writing by the Seller and Agent.
Special Limit means (i) an amount not to exceed 35% of the aggregate outstanding principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of at least "A-" and "A3" by S&P and Moody's, respectively, (ii) an amount not to exceed 15% of the aggregate outstanding principal balance of all Eligible Receivables for Special Obligors with unsecured debt ratings of at least "BBB+" and "Baa1" but less than "A-" and "A3" by S&P and Moody's, respectively,