General Basket Clause Samples

The General Basket clause serves as a catch-all provision for indemnification or liability claims that do not fall under specific, enumerated categories in a contract. Typically, it sets a threshold or deductible amount that must be exceeded before a party can seek indemnification for general breaches of representations and warranties, excluding those covered by special baskets or carve-outs. This clause ensures that minor or incidental breaches do not trigger indemnification obligations, thereby reducing administrative burden and focusing attention on more significant issues.
General Basket. No claim for indemnification under Sections 9.1(a) by the Parent’s Indemnified Parties, or under Section 9.2(a) by the Company Stockholders’ Indemnified Parties, shall be made unless and until the aggregate amount of Parent Losses or Company Stockholder Losses, as applicable, claimed by all such indemnified parties equals or exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), and upon such time any and all such Parent Losses or Company Stockholder Losses, as applicable, including the Threshold Amount, shall become payable pursuant to the terms herein. Notwithstanding the foregoing, the Threshold Amount shall not apply to any indemnification claims against the Company Stockholders or Parent arising out of or related to a breach of any Company Fundamental Representation or Parent Fundamental Representation, respectively.
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General Basket. Section 4.09(b)(11) of the Indenture is amended to delete the current figure (£80.0 million) and replace it with $285.0 million;
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General Basket. No claim for indemnification under Section 7.3(a) by the Parent Indemnified Parties, or under Section ‎7.4(a) by the Company Stockholders’ Indemnified Parties, shall be made unless and until the aggregate amount of Losses by all such indemnified parties thereunder, respectively, equals or exceeds two hundred thousand dollars ($200,000) (the “Threshold Amount”), and upon such time, any and all such Losses in excess of the first one hundred thousand dollars ($100,000) of the Threshold Amount shall become payable pursuant to the terms herein. Notwithstanding the foregoing, the Threshold Amount shall not apply to or be impacted by any indemnification claims arising out of or related to (i) Fundamental Representations, (ii) Fraud or (iii) any breach of Section 3.4(d) with respect to invoices issued by the Company from September 30, 2021 to the Closing Date.
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General Basket. No claim for indemnification under Sections 8.1(a) or 8.1(e) by the Parent’s Indemnified Parties, or under Section 8.2(a) by a Company Shareholders’ Indemnified Parties, shall be made unless and until the aggregate amount of Parent Losses or Company Shareholder Losses, as applicable (excluding any De Minimis Claims, defined below), claimed by all such indemnified parties equals or exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), and upon such time any and all such Parent Losses or Company Shareholder Losses, as applicable (excluding any De Minimis Claims (as defined below)), in excess of the Threshold Amount, shall become payable pursuant to the terms herein. Notwithstanding the foregoing, the Threshold Amount shall not apply to any indemnification claims against the Company Shareholders or Parent, as applicable, arising out of or related to a breach of Sections 3.2 (Authority; Binding Nature of Agreement), 3.3 (Non-Contravention; Consents), 3.4 (Capitalization), 3.5 (Financial Statements), 3.7 (Title to Assets), 3.12 (Owned Real Property), 3.13 (Intellectual Property), 3.17 (Tax Matters), 3.18 (Employee and Labor Matters; Benefit Plans), 3.22 (Vote Required), 3.24 (Financial Advisor), 4.2 (Authority; Binding Nature of Agreement), and 4.3 (Non-Contravention; Consents) and 5.4 (Resale Registration Rights).
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General Basket consistent with Pre-Existing Facility Documentation, subject to modifications acceptable to Borrower and the Required Lenders, including the following: • Remove requirement for $30 million in any fiscal year of “Net Cash Proceeds” (as defined in the Pre-Existing Facility Documentation) to trigger prepayment, and lower de minimis per transaction threshold from $10 million to $5.0 million per transaction or any series of related transactions; • In Section 7.05(j), reduce cap on reinvestment (excluding, for the avoidance of doubt, in connection with any disposition of the Madewell or J. Crew businesses) to $50 million; and • Remove carve-out for Unrestricted Subsidiaries.
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Related to General Basket

  • 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.

  • Different Denominations This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

  • CFR PART 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, class, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes

  • 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, glass, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes

  • How Are Contributions to a ▇▇▇▇ ▇▇▇ Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)