Seller’s Basket Sample Clauses

Seller’s Basket. Sellers shall not be liable under Section 6.1 (a) unless and until the aggregate Damages for which it would otherwise be liable under Section 6.1(a) exceed US$100,000 (the “Sellers’ Basket”), after which the Seller shall be liable only for those Damages in excess of the Sellers’ Basket. For purposes solely of determining the amount of Damages for which Sellers are jointly and severally liable under this Article VI (and not for determining whether or not any breaches of representations or warranties have occurred), all representations and warranties of Sellers in Article II (other than Section 2.5) shall be construed as if the term “material” and any reference to “Business Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties.
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Seller’s Basket. Subject to the exceptions set forth in subsection (d)(ii) of this Section 7.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses under Section 7.1(b) exceeds nine hundred thousand dollars ($900,000.00) in the aggregate (the "SELLER'S BASKET"), whereupon the total amount of such Representation and Warranty Losses shall be recoverable in accordance with the terms hereof.
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Seller’s Basket. Notwithstanding anything in this Agreement to the contrary, the NovaMed Indemnified Parties shall not be entitled to indemnification under Sections 12.1(a) and 12.1(f) until all Losses incurred by the NovaMed Indemnified Parties exceed in the aggregate, One Hundred Thousand and 00/100 Dollars ($100,000) (the “Seller’s Basket”), in which case the NovaMed Indemnified Parties shall be entitled to indemnification under Sections 12.1(a) and 12.1(f) only to the extent such Losses exceed the Seller’s Basket.
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Seller’s Basket. Notwithstanding the other provisions of this Article XII, the Sellers shall have liability to the Purchaser or any other Purchaser Indemnitee with respect to any claims under this Agreement only if and to the extent that the sum of the Purchaser's Indemnifiable Losses related to such breaches exceed $750,000 in the aggregate (the "BASKET"), after which the Purchaser Indemnitees shall be fully indemnified, subject to subsection (c) below, for all such Indemnifiable Losses in excess of the Basket. Notwithstanding the foregoing, the Basket shall not apply to, and the Purchaser Indemnitees shall be entitled to indemnification without regard to satisfaction of the Basket with respect to, the following: (i) Claims for fraud, Intentional misrepresentation or Intentional breach of the representations or warranties of the Indemnifying Party; (ii) any Claim covered by Section 12.2(e); or (iii) any indemnification obligations of the Sellers pursuant to Sections 2.3(b)(xvi) or 10.12(b). The Purchaser or any other Purchaser Indemnitee shall be entitled to assert any Claims for indemnification pursuant to this Article XII notwithstanding that the existence of any such Claim or Claims did not constitute a failure to satisfy the conditions set forth in Section 8.1.
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Seller’s Basket. 36 Slow-moving............................................................ 20 Stock.................................................................. 1 Subsidiary............................................................. 15 Tax.................................................................... 21
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Seller’s Basket. Subject to Section 11.3(c), the Sellers shall not be required to make any indemnification payment pursuant to Section 11.2(a)(i)(A) or Section 11.2(a)(ii)(A) for any inaccuracy in or breach of any representation or warranty in this Agreement until such time as (i) the total amount of all Damages for any claim or claims arising out of the same or related facts, events or circumstances exceeds $50,000 (after which a claim may be made for the full amount of such claim or claims) (each a “Qualified Claim”) and (ii) the total amount of all Damages from all Qualified Claims to which the Purchaser Indemnitees are entitled to indemnification hereunder, exceeds $100,000 (the “Basket Amount”) in the aggregate.
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Seller’s Basket. Seller and the Shareholders shall have no obligation to provide indemnification pursuant to Section 10.3(a), except to the extent that the aggregate amount of indemnification to which the Buyer, but for this Section 10.5(b), otherwise shall have become entitled hereunder shall exceed $ (the "Seller's Basket"), [in which event Seller and the Shareholders, jointly and severally, shall be obligated to provide indemnification only with respect to the amounts in excess of the Seller's Basket.] [provided that in the event Buyer’s indemnification exceeds the Seller’s Basket, Buyer shall be entitled to indemnification for all of its claims including those up to and exceeding the Buyer’s basket.]
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Seller’s Basket. Subject to the exceptions set forth in subsection (d)(ii) and (e)(ii) of this Section 8.02, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses exceeds Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate (the “Sellers’ Basket”), whereupon the total amount of such Representation and Warranty Losses in excess of the Sellers’ Basket shall be recoverable in accordance with the terms hereof.
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Seller’s Basket. Notwithstanding Section 5.5(a), Seller will have no liability (for indemnification or otherwise) with respect to the matters to which the foregoing liability limits apply until the total of all claims with respect to such matters exceed $25,000.
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Related to Seller’s Basket

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Minimum Condition and Warranty Requirements for TIPS Sales All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement.

  • Bidder Supplied Samples The Commissioner reserves the right to request from the Bidder/Contractor a representative sample(s) of the Product offered at any time prior to or after award of a contract. Unless otherwise instructed, samples shall be furnished within the time specified in the request. Untimely submission of a sample may constitute grounds for rejection of Bid or cancellation of the Contract. Samples must be submitted free of charge and be accompanied by the Bidder’s name and address, any descriptive literature relating to the Product and a statement indicating how and where the sample is to be returned. Where applicable, samples must be properly labeled with the appropriate Bid or Contract reference. A sample may be held by the Commissioner during the entire term of the Contract and for a reasonable period thereafter for comparison with deliveries. At the conclusion of the holding period the sample, where feasible, will be returned as instructed by the Bidder, at the Bidder’s expense and risk. Where the Bidder has failed to fully instruct the Commissioner as to the return of the sample (i.e., mode and place of return, etc.) or refuses to bear the cost of its return, the sample shall become the sole property of the receiving entity at the conclusion of the holding period.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • DATA ESCROW REQUIREMENTS Registry Operator will engage an independent entity to act as data escrow agent (“Escrow Agent”) for the provision of data escrow services related to the Registry Agreement. The following Technical Specifications set forth in Part A, and Legal Requirements set forth in Part B, will be included in any data escrow agreement between Registry Operator and the Escrow Agent, under which ICANN must be named a third-­‐party beneficiary. In addition to the following requirements, the data escrow agreement may contain other provisions that are not contradictory or intended to subvert the required terms provided below.

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

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