Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.
Indemnity Cap has the meaning set forth in Section 8.4.3.
Buyer Losses shall have the meaning set forth in Section 8.2.
Seller Losses shall have the meaning set forth in Section 9.1(b).
Indemnity Threshold has the meaning set forth in Section 9.3.
Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.
Maximum Permissible Amount The lesser of (i) $30,000 (or, if greater, one-fourth of the defined benefit dollar limitation under Code Section 415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the Limitation Year. If there is a short Limitation Year because of a change in Limitation Year, the Advisory Committee will multiply the $30,000 (or adjusted) limitation by the following fraction: Number of months in the short Limitation Year --------------------------------------------- 12
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
de minimis amount means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88-129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At Connecting Transmission Owner’s request, Developer shall provide Connecting Transmission Owner with a report from an independent engineer confirming its representation in clause (iii), above. Connecting Transmission Owner represents and covenants that the cost of the Connecting Transmission Owner’s Attachment Facilities paid for by Developer will have no net effect on the base upon which rates are determined.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Indemnity Escrow Amount means $5,000,000.
Deductible has the meaning set forth in Section 11.1(e).
Basket Amount shall have the meaning set forth in Section 8.4(a).
Total Available Amount With respect to any Distribution Date, the sum of the Available Interest and the Available Principal for such Distribution Date and the amount of all cash or other immediately available funds on deposit in the Reserve Account immediately prior to such Distribution Date.
Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.
Earnout Amount has the meaning set forth in Section 2.5.1b).
Sale Amount means, with respect to any Sold Receivable, the amount received from the related third-party purchaser as payment for such Sold Receivable.
Transaction Expenses means any fees, costs, or expenses incurred or paid by Holdings, the Borrower, or any of their respective Affiliates in connection with the Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby and thereby.
Indemnified Amount has the meaning set forth in Section 8.01.