The Basket Sample Clauses

The Basket. Notwithstanding any other provision of this Agreement to the contrary, neither the Seller nor Xxxxxxxxxxx shall be liable to AUGI or the Purchaser with respect to Losses, and neither AUGI or the Purchaser shall be liable to the Seller or Xxxxxxxxxxx with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Purchaser or AUGI in the aggregate, on the one hand (in the case of indemnification by the Seller or Xxxxxxxxxxx), or by the Seller or Xxxxxxxxxxx in the aggregate, on the other hand (in the case of indemnification by AUGI or the Purchaser), shall exceed the sum of $10,000 (the "Basket"). The applicable indemnifying party shall thereafter be liable, jointly and severally, for performance of its indemnifica tion obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of the Seller and Xxxxxxxxxxx in respect of all Losses of AUGI or the Purchaser, on the one hand, and the maximum aggregate liability of AUGI and the Purchaser in respect of all Losses of the Seller and Xxxxxxxxxxx, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particu lar Losses, in any event exceed the limitations set forth in Section 12.2(b) below; provided, that nothing contained in this Agreement shall be deemed to limit the rights and remedies of the parties hereto under applicable federal or state securities laws.
Sample 1See All (4)
The Basket. The Calculation Agent will calculate the value of the Basket by summing the products of the closing level of each Basket Index on a Calculation Day and the Multiplier specified below applicable to each Basket Index. Basket Index Multiplier ------------------------------- ---------- Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred xx xx txx "Xompany", which term includes any successor corporation under the Indenture herein referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the Redemption Amount (as defined below) at the Stated Maturity. Payment or delivery of the Redemption Amount and any interest on any overdue amount thereof with respect to this Global Note shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment at Stated Maturity
Sample 1
The Basket. Notwithstanding any other provision of ---------- this Agreement to the contrary, except for Losses arising out of claims for breach of any of the warranties made under Sections 3.1, 3.2, 3.4, 3.8, 3.11, 3.15, 3.16 and/or 3.22 above, neither the Company nor any Principal Stockholder shall be liable to the Tadeo Group with respect to Losses unless and until the aggregatx xxount of all Losses incurred by the Surviving Corporation or Tadeo shall exceed the sum of $60,000 (the "Basket"). The applxxxxxe Principal Stockholder(s) shall thereafter be liable for all Losses in excess of the Basket.
Sample 1
The Basket. The Basket shall be composed of the Underlying Equity Securities (the "Basket").
Sample 1
The Basket. Notwithstanding any other provision of this Agreement to the contrary, neither the IDF Group, on one hand, nor AUGI, on the other hand, shall be liable for indemnification hereunder with respect to Losses, unless and until the aggregate amount of all Losses incurred by the party or parties entitled to indemnification in the aggregate shall exceed the sum of $100,000 (the "Basket"). The indemnifying party or parties shall thereafter be liable, jointly and severally, for performance of its or their indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability set forth in Section 12.2(b) below.
Sample 1

Related to The Basket

  • Failure to Determine Values If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements of the foregoing sub-clauses (A), (B) or (C), then the “Value” of such Portfolio Investment as at such date shall be deemed to be zero.

  • Market Value Adjustment This transaction is allowed only once for each maturity date, regardless of whether the transfer or withdrawal is partial or full.

  • Minimum Amounts and Maximum Number of Tranches All borrowings, prepayments, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event shall there be more than five Eurodollar Tranches outstanding at any time.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • No Payment Shall Exceed Lawful Rate Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.

  • Minimum Amounts of Tranches All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Tranche shall be equal to $25,000,000 or a whole multiple of $5,000,000 in excess thereof.

  • Warrant Exchangeable for Different Denominations This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.

  • The Price The merchant’s ability to change prices and specification are likely to be one of the areas of greatest concern ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . Alternatively the distributor may feel it is appropriate to limit ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Adjustment if Any Payment Exceeds Lawful Rate If any provision of this Agreement or any of the other Credit Documents would obligate the Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable Requirement of Law, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable Requirements of Law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8.

  • Multiple Adjustments For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 11 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder; provided, however, that if more than one subsection of this Section 11 is applicable to a single event, the subsection shall be applied that produces the largest adjustment.