Breach Amount definition

Breach Amount shall have the meaning set forth in Section 7.1.
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Breach Amount has the meaning given to the term in Clause 20.1(c)(ii) (Events of Default).
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Breach Amount has the meaning specified in Section 7.1(c)(ii) (Events of Default).
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Examples of Breach Amount in a sentence

  • For purposes hereof, Breach Payments shall be made in four installments, each equal to one-fourth (1/4) of the Breach Amount, payable on the next four (4) consecutive anniversaries of the breach by the Breaching Member, without interest.

  • If the Receiving Party has not filed any written dispute ("DISPUTE NOTICE") of the Breach Notice with Escrow Holder, within -------------- thirty (30) days of Escrow Holder's mailing of same, then Escrow Holder is to IMMEDIATELY FORTHWITH and without the requirement for any further approvals, release the Breach Amount to the Filing Party.

  • As used herein, “Indemnity Share Number” means the Indemnity Breach Amount divided by Four Dollars ($4.00).

  • As we will see, zenith angle analyses in the present work give support to this consideration.Garratt (1980) proposed that for heights z < z∗ the vertical gradients depend on an additional length scale zs, due to the turbulent wake generated by the trees.

  • For any Indemnity Breach Amount fully satisfied under this Section 1.2(e), such Seller shall have no further liability for the applicable Liability under Section 9.2(a).

  • More than 3 years after the date when facts material to the right of action are known or reasonably should have been known by the official of the state of Michigan charged with responsibility to act in the circumstances, but in no event more than 10 years after the date on which the violation was committed.

  • For the sake of clarity, for any Liability satisfied under Section 1.2(e), the amount of the applicable satisfied Indemnity Breach Amount shall count toward the caps in the preceding sentence.

  • For purposes hereof, Breach Payments shall be made in four installments, each equal to one-fourth of the Breach Amount, payable on the next four consecutive anniversaries following the breach by the Breaching Member, plus interest accrued from the date of such breach through the date each such installment on the unpaid balance of such Breach Amount at the lowest rate permitted under Section 1274 of the Code so as to avoid the imputation of interest income.

  • For the avoidance of doubt, in no event shall the Guarantor be required to pay more than one of the Financing Failure Termination Fee, the Financing Breach Termination Fee and the Breach Amount.

  • Each Indemnity Buy-Back Option may be exercised by written notice to the Sellers’ Designee (an “Exercise Notice”) at any time following expiration of the above-referenced 10-day period, provided that the relevant Seller has not previously satisfied the Indemnity Breach Amount.


More Definitions of Breach Amount

Breach Amount has the meaning set forth in Section 10.4 hereof.
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Breach Amount shall be an amount equal to the greater of $1 or the Net Equity of the Breaching Partner's interest on the day of such breach, computed in accordance with Section 11.4(b) hereof. The Partnership may, at its sole election, prepay all or any portion of the Breach Payments or interest accrued thereon at any time without penalty.
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Related to Breach Amount

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Defects Liability Expiry Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Required Percentage-Remedies shall be 66-2/3% of the aggregate Voting Rights.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Conversion Obligation shall have the meaning specified in Section 14.01(a).

  • Title Defect Amount means the amount by which the Allocated Value of the Title Defect Property affected by such Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Misrepresentation means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Noneconomic damages ’ means damages for phys-

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Daily Delay Damages means with respect to a Guaranteed Project Milestone, an amount equal to (a) the Project Development Security Amount posted as of the first date that Daily Delay Damages are payable under this Agreement with respect to such Guaranteed Project Milestone, divided by (b) 120.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Special Damages shall have the meaning as set forth in Section 5.07.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Actual Damages has the meaning set forth in Section 12.4(C).