General Basket definition

General Basket has the meaning set forth in Section 9.2.
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General Basket shall have the meaning set forth in Section 8.4(a)(i).
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General Basket has the meaning given to it in Clause 24.28 (General Restrictions).
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Examples of General Basket in a sentence

  • Notwithstanding any other provision of this Agreement, the Indemnified Party shall have no right to receive proceeds from the Escrow Fund for Post-Closing Adjustments under Section 2.03(b)(i) unless the aggregate amount of valid claims for such Post-Closing Adjustments exceeds $100,000 (the "General Basket"), and then only to the extent that the aggregate amount of such Post-Closing Adjustments exceeds $100,000.

  • Except as specified in Section 8.2(c), the Sellers shall thereafter be liable for all Losses in excess of the Basket, up to a maximum aggregate liability equal to $4,000,000 (the "Cap"), provided that there shall not be counted against the General Basket or such limitation of liability, and the General Basket and such limitation of liability shall not apply to, any Losses involving proven fraud by any of the Sellers.

  • Notwithstanding anything to the contrary contained in this Agreement, no claim asserted or made by any Person in respect of the Assumed Liabilities shall be subject to the General Basket, the Tax Basket or the Seller Claims Basket, and the limitations set forth in Section 9.1(a) and Section 9.3 shall not apply to any such claim.

  • In the event claims for indemnification are made by Buyer under this Agreement that are subject to the Tax Basket in Section 9.2(b), that portion of the Tax Basket actually used to limit Sellers' payment obligations under this Agreement shall reduce the amount of the General Basket on a dollar for dollar basis.

  • If aggregate claims against Sellers subject to Section 9.1(a) which become final exceed the amount of the General Basket, the Tax Basket and the Seller Claims Basket shall be eliminated, it being understood that the collective value of the General Basket, the Tax Basket and the Seller Claims Basket shall not exceed $3,000,000.

  • In the event claims for indemnification are made by Buyer under this Agreement which are subject to the Seller Claims Basket under Section 9.2(c), that portion of the Seller Claims Basket actually used to limit Sellers' payment obligations under this Agreement shall reduce the amount of the General Basket on a dollar for dollar basis.


More Definitions of General Basket

General Basket has the meaning set forth in Section 10.1(c). “General Cap” has the meaning set forth in Section 10.1(c).
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General Basket shall have the meaning ascribed to such term in Section 9.2(b). "General Cap" shall have the meaning ascribed to such term in Section 9.2(b).
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Related to General Basket

  • General Bar Date means June 15, 2021 at 5:00 p.m. (Eastern Time) for certain Claims arising before the Petition Date, including 503(b)(9) Claims, Secured Claims, General Unsecured Claims, or Priority Non-Tax Claims as established by the Bar Date Order.

  • Basket has the meaning set forth in Section 8.04(a).

  • Creation Basket means the minimum number of Limited Units of a Fund that may be created at any one time, which shall be 200,000 or such greater or lesser number as the Managing Owner may determine from time to time for each Fund.

  • Redemption Basket means 100,000 Units or such other number of Units as may be determined by the General Partner from time to time, redeemed by a Participant.

  • Casket means a rigid container which is designed for the encasement of human remains and which is usually constructed of wood, metal, fiberglass, plastic, or like material and ornamented and lined with fabric.

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Day-ahead Scheduling Reserves Market means the schedule of commitments for the purchase or sale of Day-ahead Scheduling Reserves developed by the Office of the Interconnection as a result of the offers and specifications submitted in accordance with Operating Agreement, Schedule 1, section 1.10 and the parallel provisions of Tariff, Attachment K-Appendix.

  • Day-ahead Scheduling Reserves means thirty-minute reserves as defined by the ReliabilityFirst Corporation and SERC.

  • Day-ahead Scheduling Reserves Requirement means the sum of Base Day-ahead Scheduling Reserves Requirement and Additional Day-ahead Scheduling Reserves Requirement.

  • Day-ahead Scheduling Reserves Resources means synchronized and non-synchronized generation resources and Demand Resources electrically located within the PJM Region that are capable of providing Day-ahead Scheduling Reserves.

  • Base Day-ahead Scheduling Reserves Requirement means the thirty-minute reserve requirement for the PJM Region established consistent with the Applicable Standards, plus any additional thirty-minute reserves scheduled in response to an RTO-wide Hot or Cold Weather Alert or other reasons for conservative operations. Base Load Generation Resource

  • Locational Marginal Price or “LMP” shall mean the market clearing price for energy at a given location in a Party’s RC Area, and “Locational Marginal Pricing” shall mean the processes related to the determination of the LMP.

  • Local unit of government means a county, township, city, or village.

  • Public procurement unit means either a local public procurement unit or a state public procurement unit.

  • Additional Day-ahead Scheduling Reserves Requirement means the portion of the Day- ahead Scheduling Reserves Requirement that is required in addition to the Base Day-ahead Scheduling Reserves Requirement to ensure adequate resources are procured to meet real-time load and operational needs, as specified in the PJM Manuals.

  • Open burning means the combustion of any material without the following characteristics:

  • Emission unit means any article, machine, equipment, operation, or contrivance that emits or has the potential to emit any federally regulated air pollutant.

  • Volume Weighted Average Price means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the "pink sheets" by Pink Sheets LLC.

  • Diversion unit means any probation counselor who enters into

  • Unit of government means a city, village, township, charter township, and any duly authorized and established combinations thereof, within or without the county establishing any of the improvements, facilities, or services authorized under this act.

  • Common Unit Price has the meaning specified in Section 2.1(b).

  • Day-ahead Loss Price means the Loss Price resulting from the Day-ahead Energy Market.

  • Average VWAP means the average of the VWAPs for each Trading Day in the relevant period.

  • emission limit value means the mass, expressed in terms of certain specific parameters, concentration and/or level of an emission, which may not be exceeded during one or more periods of time;

  • Aggregate Quantity of IDR Reset Common Units has the meaning given such term in Section 5.11(a).