The Basket Sample Clauses

The Basket. Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall be liable to AUGI or Mergerco with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Surviving Corporation or AUGI in the aggregate shall exceed the sum of $100,000 (the "Basket"). The Stockholders shall thereafter be liable, jointly and severally, for performance of its indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of each Stockholder in respect of all Losses of AUGI or Mergerco, on the one hand, and the maximum aggregate liability of AUGI and Mergerco in respect of all Losses of the Stockholders, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particular Losses, in any event exceed the limitations set forth in Section 12.2(b) below.
Sample 1
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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, no Principal Stockholder shall be liable to AUGI or Mergerco with respect to Losses, and neither AUGI or Mergerco shall be liable to any Principal Stockholder with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Surviving Corporation or AUGI in the aggregate, on the one hand (in the case of indemnification by any Principal Stockholder), or by any of the Principal Stockholders, on the other hand (in the case of indemnification by AUGI or Mergerco), shall exceed the sum of $250,000 (the "Basket"). The applicable indemnifying party shall thereafter be liable, jointly and severally, for performance of its indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of each Principal Stockholder in respect of all Losses of AUGI or Mergerco, on the one hand, and the maximum aggregate liability of AUGI and Mergerco in respect of all Losses of the Principal Stockholders, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particular 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 Principal Stockholders under applicable federal or state securities laws.
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
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, 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 Calculation Agent shall calculate the level of the Basket on a Calculation Day by summing the products of the closing level of each Basket Component Index on such Calculation Day and the Multiplier specified below applicable to each Basket Component Index. Basket Component Index Multiplier S&P 500® Index 0.04946686 MSCI EAFE Index® 0.02360029 MSCI Emerging Markets Index® 0.05120185 OTHER PROVISIONS: Not applicable Xxxxxxx Xxxxx & Co., Inc., a Delaware corporation (hereinafter referred to as the “Company”, 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) per Unit on 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. All determinations made by the Calculation Agent, absent a determination of manifest error, shall be conclusive for all purposes and binding on the Company and the holders and beneficial owners of this Global Note.
Sample 1
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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 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 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • 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.

  • 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.

  • Adjustment if Any Payment Exceeds Lawful Rate If any provision of this Agreement or any of the other Credit Documents would obligate the Borrower 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 law, rule or regulation, 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 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; provided that to the extent lawful, the interest or other amounts that would have been payable but were not payable as a result of the operation of this Section shall be cumulated and the interest payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower.

  • 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.

  • Fractional Rights and Fractional Securities (a) The Company will not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company will pay as promptly as practicable to the registered holders of the Right Certificates with regard to which such fractional Rights otherwise would be issuable, an amount in cash equal to the same fraction of the current market value of one Right. For the purposes of this Section 14(a), the current market value of one Right is the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights otherwise would have been issuable. The closing price for any day is the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If the Rights are not publicly held or are not so listed or traded, or are not the subject of available bid and asked quotes, the current market value of one Right will mean the fair value thereof as determined in good faith by the Board of Directors of the Company, whose determination will be described in a statement filed with the Rights Agent.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Challenge to Good Faith Determination Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably acceptable to the Company.

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