Net Worth Limitation Sample Clauses

Net Worth Limitation. Notwithstanding any other provision of this Indenture or the Notes, the Note Guarantee shall not be enforceable against any Guarantor in an amount in excess of the net worth of such Guarantor at the time that determination of such net worth is, under applicable law, relevant to the enforceability of the Note Guarantee. Such net worth shall include any claim of any Guarantor against the Company for reimbursement and any claim against any grantor of a Subsidiary Guarantee for contribution.
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Net Worth Limitation. Notwithstanding any other provision of this Indenture or the Securities, the Security Guarantee shall not be enforceable against the Guarantor in an amount in excess of the net worth of the Guarantor at the time that determination of such net worth is, under applicable law, relevant to the enforceability of the Security Guarantee. Such net worth shall include any claim of the Guarantor against the Company for reimbursement and any claim against any grantor of a Subsidiary Guarantee for contribution.
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Net Worth Limitation. Notwithstanding any other provision of this Indenture or the Notes, the Guarantee shall not be enforceable against any Subsidiary Guarantor in an amount in excess of the net worth of such Subsidiary Guarantor at the time that determination of such net worth is, under applicable law, relevant to the enforceability of such Guarantee. The Subsidiary Guarantor's net worth shall include any claim of the Subsidiary Guarantor against the Company or any other Guarantor (including the Parent Guarantor) for reimbursement and any claim against any other Guarantor (including the Parent Guarantor) for contribution. ARTICLE ELEVEN
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Net Worth Limitation. Notwithstanding any other provision of the Senior Discount Notes Indenture, this First Supplemental Indenture or the Senior Discount Notes and this Subsidiary Guarantee, this First Supplemental Indenture shall not be enforceable against the Guarantor in an amount in excess of the net worth of the Guarantor at the time that determination of such net worth is, under applicable law, relevant to the enforceability of the Note Guarantee pursuant to the terms of the Indenture and the Collateral Pledge and Security Agreement. Such net worth shall include any claim or future claim of the Guarantor against the Company for reimbursement and any claim against any grantor of a Guarantee for contribution.
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Net Worth Limitation. Notwithstanding any other provision of the Indenture or the Notes, this Multicare Senior Subordinated Guaranty shall not be enforceable against Multicare in an amount in excess of the net worth of Multicare at the time that determination of such net worth is, under applicable law, relevant to the enforceability of this Multicare Senior Subordinated Guaranty. Such net worth shall include any claim or future claim of Multicare against the Issuer for reimbursement and any claim against any grantor of a Guarantee for contribution.
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Net Worth Limitation. If, notwithstanding the representation and warranty set forth in Section 1.2(b) hereof or anything to the contrary herein, enforcement of the liability of Trustor under this Deed of Trust for the full amount of the Obligations would be an unlawful or voidable transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the liability of Trustor hereunder shall be reduced to the highest amount for which such liability may then be enforced without giving rise to an unlawful or voidable transfer under any such law. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Net Worth Limitation. Notwithstanding any other provision of this Indenture Supplement, the Indenture or the Securities, the Security Guarantee shall not be enforceable against GST in an amount in excess of the net worth of GST at the time that determination of such net worth is, under applicable law, relevant to the enforceability of such guarantee. Such net worth shall include any claim of GST against GST USA for reimbursement and any claim against any grantor of a Subsidiary Guarantee for contribution.
Sample 1
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Net Worth Limitation. Notwithstanding any other provision of this Indenture or the Notes, this Guarantee shall not be enforceable against the Guarantor in an amount in excess of the net worth of the Guarantor at the time that determination of such net worth is, under applicable law, relevant to the enforceability of this Guarantee. Such net worth shall include any claim or future claim of the Guarantor against the Company for reimbursement and any claim against any grantor of a Guarantee for contribution.
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Related to Net Worth Limitation

  • Net Worth The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of a person’s primary home).

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Minimum Consolidated Net Worth The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus (b) an aggregate amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013.”

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) 203,170,000 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement by the Parent, the Borrower or any of the Subsidiaries of the Parent to any Person other than the Parent, the Borrower or any of the Subsidiaries of the Parent.

  • Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.

  • Expense Limitation As part of the consideration for the Fund entering into this Agreement, the Manager hereby agrees to limit the aggregate expenses of every character incurred by the Fund, including but not limited to Fees of the Manager computed as hereinabove set forth, but excluding interest, taxes, brokerage, and other expenditures which are capitalized in accordance with generally accepted accounting principles and extraordinary expenses (“Manager Limitation”). Under the Manager Limitation, the Manager agrees that through a certain date (“Certain Date”), such expenses shall not exceed a certain level of the average daily net assets of the Fund (“Expense Limitation”). To determine the Manager’s liability for the Fund’s expenses over the Expense Limitation, the amount of allowable year-to-date expenses shall be computed daily by prorating the Expense Limitation based on the number of days elapsed within the fiscal year of the Fund, or limitation period, if shorter (“Prorated Limitation”). The Prorated Limitation shall be compared to the expenses of the Fund recorded through the prior day in order to produce the allowable expenses to be recorded for the current day (“Allowable Expenses”). If the Fund’s Management Fee and other expenses for the current day exceed the Allowable Expenses, the Management Fee for the current day shall be reduced by such excess (“Unaccrued Fees”). In the event the excess exceeds the amount due as the Management Fee, the Manager shall be responsible to the Fund for the additional excess (“Other Expenses Exceeding Limit”). If at any time up through and including the Certain date, the Fund’s Management Fee and other expenses for the current day are less than the Allowable Expenses, the differential shall be due to the Manager as payment of cumulative Unaccrued Fees (if any) or as payment for cumulative Other Expenses Exceeding Limit (if any). If cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit remain at the Certain Date, these amounts shall be paid to the Manager in the future provided that: (1) no such payment shall be made to the Manager after a two year reimbursement period following the Certain Date; and (2) such payment shall only be made to the extent that it does not result in the Fund’s aggregate expenses exceeding the Expense Limitation. The Manager may voluntarily agree to an additional expense limitation (any such additional expense limitation hereinafter referred to as an “Additional Expense Limitation”), at the same or a different level and for the same or a different period of time beyond the Certain Date (any such additional period being hereinafter referred to an as “Additional Period”) provided, however, that: (1) the calculations and methods of payment shall be as described above; (2) no payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit shall be made to the Manager more than two years after the end of the Additional Period; and (3) payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit after the expiration of the Additional Period shall only be made to the extent it does not result in the Fund’s aggregate expenses exceeding the Additional Expense Limitation to which the unpaid amounts relate.

  • Expense Limitations In the event the operating expenses of the Fund, ------------------- including amounts payable to the Investment Adviser pursuant to subsection (a) hereof, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by applicable state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Investment Adviser shall reduce its management and investment advisory fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess; provided, however, to the extent permitted by law, -------- ------- there shall be excluded from such expenses the amount of any interest, taxes, distribution fees, brokerage fees and commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Whenever the expenses of the Fund exceed a pro rata portion of the applicable annual expense limitations, the estimated amount of reimbursement under such limitations shall be applicable as an offset against the monthly payment of the fee due to the Investment Adviser. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Investment Adviser's fee shall be applicable.

  • Liability Cap Subject to the Sections titled ‘Unlimited Liability’ and ‘Exclusion of Damages’, the maximum aggregate liability of either party (or its respective Affiliates or SAP’s subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in the Contract Term will not exceed the fees paid for Individual Orders during the Contract Term up until the date upon which the incident occurred whereby liability arose.

  • Asset Coverage Ratio The Borrower will not permit the Asset Coverage Ratio to be less than 2.00 to 1 at any time.

  • Minimum Net Worth The Borrower will at all times maintain Consolidated Net Worth of not less than the sum of (i) $176,177,600 plus (ii) 50% of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending September 30, 2000 (without deduction for losses) plus (iii) the amount of any addition to the consolidated shareholders' equity of the Borrower and its Subsidiaries at any time resulting from the issuance or sale of any capital stock or other equity interests by the Borrower after the date of this Agreement.

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