Baskets, Caps and Other Limits Sample Clauses

Baskets, Caps and Other Limits. (a) In respect of the Buyer’s assertion of any Claim under Section 11.1(a), the Buyer shall not be entitled to indemnification until the aggregate amount of all such Claims exceeds $100,000 (the “Buyer’s Threshold Amount”) whereupon the Buyer shall be entitled to indemnification for the full amount of such Claims including the Buyer’s Threshold Amount and may assert any subsequent Claim without regard to the Buyer’s Threshold Amount. Buyer’s Threshold Amount shall not apply with regard to Buyer’s assertion of a Claim under Section 11.1(b). The aggregate liability of the Seller and/or the Partners for any Claim under Section 11.1(a) shall not exceed the Seller’s Indemnification Limitation Amount.
Sample 1
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Baskets, Caps and Other Limits. (a) In respect of the Acquiror’s assertion of any Claim under Section 6.1(a) and 6.1(b), the Acquiror shall not be entitled to indemnification until the aggregate amount of all such Claims exceeds $180,000 (the “Acquiror’s Threshold Amount”) whereupon the Acquiror shall be entitled to indemnification for the full amount of such Claims including the Acquiror’s Threshold Amount and may assert any subsequent Claim without regard to the Acquiror’s Threshold Amount. Any Claim asserted by Acquiror related to the Sovereign Bank Liability shall not be subject to Acquiror’s Threshold Amount. No Claim may be asserted by the Acquiror after September 30, 2012, except in respect of (i) the representations and warranties in Sections 3.1, 3.2(a), 3.2(b), 3.2(d), 3.2(j) and 3.2(v); (ii) any Claim for fraud or fraudulent misrepresentation; or (iii) the Sovereign Bank Liability; all of which may be asserted at any time after the Closing Date subject to the applicable statute of limitations. The aggregate liability of the DBA Shareholders for all Claims under Section 6.1(a) and 6.1(b) shall not exceed the Shareholders’ Indemnification Limitation Amount except in respect of (i) the representations and warranties in Sections 3.1, 3.2(a), 3.2(b), 3.2(d), 3.2(j) and 3.2(v); (ii) any Claim for acts of fraud or fraudulent misrepresentations; or (iii) the Sovereign Bank Liability; the aggregate liability of the DBA Shareholders for which shall not exceed the Merger Consideration actually received by the DBA Shareholders.
Sample 1
Baskets, Caps and Other Limits. (a) In respect of the Purchaser’s assertion of any Claim under Section 5.1(a) that is not a Basket B Claim (a “Basket A Claim”), the Purchaser shall not be entitled to indemnification until the aggregate amount of all such Basket A Claims exceeds $50,000 (the “Purchaser’s Threshold Amount”) whereupon the Purchaser shall, subject to the limitations set forth in Section 5.2(a)(i)-(iii) below, be entitled to indemnification for the full amount of such Basket A Claims including the Purchaser’s Threshold Amount and may assert any subsequent Basket A Claim without regard to the Purchaser’s Threshold Amount.
Sample 1

Related to Baskets, Caps and Other Limits

  • Mechanics' and Other Liens Except for Permitted Encumbrances, the Company shall not suffer or permit any mechanics' or other Liens to be filed or to exist against the Collateral or any payments paid or payable under the Loan Documents, by reason of work, labor, services or materials supplied or claimed to have been supplied to, for or in connection with the Collateral or to the Company, the Director or anyone holding the Collateral or any part thereof through or under the Company. If any such Lien shall at any time be filed, the Company shall, within thirty (30) days after notice of the filing thereof but subject to the right to contest as herein set forth, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. Notwithstanding the foregoing, the Company shall have the right, at the Company's expense and after written notice to the Director, by appropriate proceeding timely instituted and diligently prosecuted, to contest in good faith the validity or the amount of any such Lien. If, however, the Director shall notify the Company that, in the opinion of Independent Counsel, by nonpayment of any such items the lien, pledge or security interest created by this Security Agreement as to any part of the Collateral will be materially affected or the Collateral or any part thereof will be subject to imminent loss or forfeiture, the Company shall promptly cause such Lien to be discharged of record, as herein provided. Should the Company fail to cause such Lien to be discharged or to contest the validity or amount thereof, within the period aforesaid, then, the Director may, but shall be under no obligation to, discharge the same either by paying the claim or by procuring the discharge of such Lien by making a deposit or obtaining a bond, which advances if any shall be paid by the Company to the Director on demand, together with interest thereon at the Interest Rate for Advances from the date thereof, in addition to all other payments to be made by the Company pursuant to the Loan Documents and shall be subject to and secured by this Security Agreement as additional indebtedness in accordance with the provisions of Section 2.8 hereof.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Broker's and Other Fees Neither the Purchaser nor any of its ----------------------- directors or officers has employed any broker or finder or incurred any liability for any broker's or finder's fees or commissions in connection with any of the transactions contemplated by this Agreement.

  • Pricing and Other Data In providing Market Data related to the Accounts in connection with this Agreement, the Custodian is authorized to use Data Providers. The Custodian may follow Authorized Instructions in providing pricing or other Market Data, even if such instructions direct the Custodian to override its usual procedures and Market Data sources. The Custodian shall be entitled to rely without inquiry on all Market Data (and all Authorized Instructions related to Market Data) provided to it, and the Custodian shall not be liable for any Losses incurred as a result of errors or omissions with respect to any Market Data utilized by the Custodian or the Fund hereunder. The Fund acknowledges that certain pricing or valuation information may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may be material. The Custodian shall not be required to inquire into the pricing of any Securities or other assets even though the Custodian may receive different prices for the same Securities or assets. Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions upon the Fund’s use of the Market Data. The additional terms and conditions can be found in the Data Terms Website. The Fund agrees to those terms as they are posted in the Data Terms Website from time to time. Certain Data Providers may not permit the Fund’s directed price to be used. Performance measurement and analytic services may use different data sources than those used by the Custodian to provide Market Data for an Account, with the result that different prices and other Market Data may apply.

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

  • Adjustments and Other Rights The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Bills and Other Disbursements Upon receipt of Instructions, the Custodian shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund.

  • Stamp and Other Similar Taxes The Grantors, jointly and severally, agree to indemnify and hold harmless the Collateral Agent and each Secured Party (and their respective agents) from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto that may be assessed, levied or collected by any jurisdiction in connection with this Agreement, the Intercreditor Agreement, any Security Document, the Trust Estate or any Collateral. The obligations of the Grantors under this Section 5(d) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent.

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

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