Applicability of Threshold Clause Samples

Applicability of Threshold. The limitations set forth in Section 4.3(a) shall not apply: (i) in the case of Fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations; (iii) to the matters referred to in Sections 4.2(a)(ii), 4.2(a)(iii), 4.2(a)(iv), 4.2(a)(v) and 4.2(a)(vi); or (iv) to the matters referred to in Section 4.2(a)(vii) (to the extent related to breaches of any of the Specified Representations).
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Applicability of Threshold. For the avoidance of doubt, the limitation set forth in Section 9.3(a) shall not apply to (and shall not limit the indemnification or other obligations of the Company for or with respect to): (i) breaches of or inaccuracies in any of the Company Tax Representations or any of the Fundamental Company Representations; (ii) the matters referred to in Sections 9.2(a)(iii), 9.2(a)(iv), 9.2(a)(v), 9.2(a)(vi) (with respect to breaches of or inaccuracies in representations and warranties to which the Threshold Amount is not applicable), 9.2(a)(vii) (with respect to Specified Tax Proceedings) and 9.2(a)(viii).
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Applicability of Threshold. For the avoidance of doubt, the limitation set forth in Section 9.3(a) shall not apply to (and shall not limit the indemnification or other obligations of any Seller 28
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Applicability of Threshold. The limitation set forth in Section 9.3(b) shall not apply (and shall not limit the indemnification or other obligations of any Non-Dissenting Equityholder, subject to the limitations contained in Sections 9.1 and 9.3 of this Agreement) to Damages resulting from: (i) any inaccuracies in or breaches of any of the Specified Representations or (ii) any of the matters referred to in Section 9.2(a)(ii) and Sections 9.2(a)(iv) through and including 9.2(a)(ix) hereof.
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Applicability of Threshold. The limitation set forth in Section 9.3(a) shall not apply (and shall not limit the indemnification or other obligations of any Effective Time Holder) (i) in the event of willful misconduct, intentional misrepresentation or fraud (whether on the part of such Effective Time Holder, any other Effective Time Holder, any Acquired Company or any Representative of any Acquired Company), provided that an Effective Time Holder shall not be liable for the willful misconduct, intentional misrepresentation or fraud of any other Effective Time Holder in excess of such Effective Time Holder’s Pro Rata Share of the Escrow Amount, or (ii) in the case of a breach of a Fundamental Representation.
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Applicability of Threshold. The limitation set forth in Section 10.3(a) shall not apply (and shall not limit the indemnification or other obligations of any Indemnitor) to inaccuracies in or breaches of any of the Fundamental Representations.
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Applicability of Threshold. The limitation set forth in Section 8.3(a) shall not apply to (and shall not limit the indemnification or other obligations of Sellers for or with respect to) (i) any claim pursuant to any provision of Section 8.2 other than Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv), or (ii) any claim with respect to Company Fraud.
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Applicability of Threshold. The limitations set forth in Section 10.3(a) and Section 10.3(b) shall not apply in the event of fraud (whether on the part of such NSC Indemnifying Party, any other NSC Indemnifying Party, HoldCo, the Company or any representative of HoldCo or the Company).
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Related to Applicability of Threshold

  • Applicability of ¶ 2501 Local Church acknowledges and agrees that pursuant to ¶ 2501 of the Discipline, the Local Church holds all its property, real and personal, tangible and intangible, in trust for the benefit of The United Methodist Church, including the Real Property and Personal Property, and the Local Church will not take any actions that are inconsistent therewith or opposing or negating the same.

  • Applicability of Terms A check or similar mark in a box means that such provision is applicable. The abbreviation 48 “N/A” or the word “Deleted” means not applicable. The abbreviation “MEC” (mutual execution of this contract) means the date upon 49 which both parties have signed this Buyer Listing Contract.

  • Applicability of Agreement The Developer agrees that the Lands shall be developed and used only in accordance with and subject to the terms and conditions of this Agreement.

  • Applicability of ISP Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.

  • Applicability of Rule 419 Upon delivery and payment for the Units on the Closing Date and each Additional Closing Date, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities will be deemed to be a “▇▇▇▇▇ stock” as defined in Rule 3a51-1 under the Exchange Act.