Dollar Thresholds Sample Clauses

Dollar Thresholds. (a) Neither the Sellers nor the Buyer shall be liable to the other for any Representation Claim (i) if the total Losses with respect to such Representation Claim, including any Representation Claims arising out of the same event or series of related events, do not exceed $10,000 (a "Minor Claim") or (ii) except to the extent that the cumulative amount of Losses with respect to all Representation Claims asserted against the Buyer or the Sellers, as applicable, excluding Minor Claims, exceeds $500,000, and then only to the extent of such excess. Indemnification claims under Sections 13.1(ii) or 13.1(iii) or 13.1(iv) or 13.1(v) or 13.2(ii), 13.2(iii) or 13.2(iv) shall not be subject to any threshold or deductible amount.
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Dollar Thresholds. 79 13.5. Claims...................................................... 80 13.6. Losses of Tax Costs and Benefits............................ 81 13.7. Insurance Proceeds.......................................... 81 13.8. Scope of Indemnity.......................................... 82 13.9.
Sample 1
Dollar Thresholds. (a) With respect to any Misrepresentation Claim relating to a representation or warranty that contains a materiality qualifier (whether by reference to "Material Adverse Effect" or otherwise), except for Misrepresentation Claims arising under Sections 5.5, 5.7(b), 5.8(f)(xi), 5.8(f)(xv), 5.12(b)(vi), 5.17(c) or 5.26(a) ("Qualified Misrepresentation --------- ----------------- Claims"), for purposes of determining whether any such breach exists for ------ purposes of this Article 13 such representations and warranties shall be deemed not to include or be qualified by any such materiality qualifier. Neither the Sellers nor the Buyer shall be liable to the other for any Misrepresentation Claim (other than a Qualified Misrepresentation Claim) if the total Losses with respect to such Misrepresentation Claim do not exceed $1,000,000, except with respect to any Misrepresentation Claim arising under Sections 5.4, the second sentence of Section 5.8(h), Section 5.9 or Section 5.14(a), for which the Sellers shall not be responsible if the total Losses with respect to such Misrepresentation Claim do not exceed $3,000,000 (collectively, "Minor Claims"). ----- ------ The parties acknowledge that these $1,000,000 and $3,000,000 thresholds have been designated only for those Misrepresentation Claims that are not Qualified Misrepresentation Claims. Qualified Misrepresentation Claims will not be subject to the $1,000,000 or $3,000,000 thresholds described above, but will be interpreted for purposes of determining whether a breach has occurred taking into account the materiality qualifiers set forth in the text of the applicable representation and warranty. For this purpose, the parties acknowledge that the $1,000,000/$3,000,000 thresholds do not represent any agreement between the parties as to what constitutes a "material" matter for purposes of this Agreement.
Sample 1
Dollar Thresholds. Any dollar amounts or threshold set forth herein shall not be used as a determinative benchmark for establishing what is or is not “material” or a “Material Adverse Effect” (or words of similar import) under this Agreement.
Sample 1
Dollar Thresholds 
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Related to Dollar Thresholds

  • Threshold Neither the Sellers nor the Purchasers 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 Each Restricted Fund has one or more thresholds at which point no further amounts may be allocated to that division. Compliance with a threshold is verified whenever there is a transaction initiated which is subject to such threshold (premium payments, transfers, withdrawals). A threshold is applied to the total Accumulation Value of each Restricted Fund. Thresholds may be changed by the Company for new premiums, transfers or withdrawals by Restricted Fund upon 30 day notice.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Capital Raising Limitations During the period from the date of this Agreement until the date that is one year after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering.

  • Minimum Book Net Worth The Borrower will maintain, during each period set forth below, its Book Net Worth, determined as of the last day of each month, at an amount not less than the amount set forth opposite such period below: Period Minimum Book Net Worth ---------- ---------------------- March 2004 $5,575,000 April 2004 $5,550,000 May 2004 $5,725,000 June 2004 $5,850,000 July 2004 $5,925,000 August 2004 $6,000,000 September 2004 $6,175,000 October 2004 $6,050,000 November 2004 $6,015,000 December 2004 and each calendar $6,050,000" month thereafter

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Ownership Limitation; Commitment Amount At the request of the Company, the Investor will inform the Company in writing of the number of Ordinary Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Ordinary Shares then issued and outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the (direct or indirect) beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Ordinary Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

  • Minimum Investment Subject to certain individual state requirements and except for shares issued pursuant to the DRIP, Shares may be sold only to investors who initially purchase a minimum of $5,000, subject to certain state requirements as described in the Prospectus. With respect to Selected Broker-Dealer’s participation in any resales or transfers of the Shares, Selected Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2 and to fulfill the obligations pursuant to FINRA Rule 2310.

  • Minimum Amounts and Maximum Number of Eurodollar Tranches Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

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