Basket Sample Clauses
Basket. Notwithstanding anything to the contrary herein, in no event shall an Indemnifying Party have any liability for an indemnity obligation under this Article VI unless and until the Damages relating to the party’s Indemnity Claims exceed $35,000 in the aggregate, provided, however that the provisions of this Section 6.8 shall not be construed to apply to the adjustments in Section 4.5. From and after the time the aggregate Damages for an Indemnified Party’s Indemnity Claims exceed $35,000, the limitation set forth in this Section 6.8 shall be of no further force and effect and the Indemnifying Party shall be liable for the entire amount of the Damages, subject to the liability limitations of Section 6.7.
Basket. A Buyer Indemnified Party shall not be entitled to make a claim for indemnification for any Losses arising out of Section 8.1 until the aggregate amount of all claims for Losses which arise out of Section 8.1 exceeds ten thousand dollars ($10,000) (the "Basket"). In the event the aggregate amount of such Losses exceeds the Basket, then the Seller shall indemnify such Buyer Indemnified Party with respect to the amount of all Losses exceeding the amount of the Basket.
Basket. In no event will Seller be liable to Buyer for any breach of a representation or warranty hereunder unless and to the extent the Loss actually and directly incurred by Buyer as results of such breach together with the Loss actually and directly incurred by Buyer as results of any other breach(s) in the aggregate exceed the Threshold Amount, provided, that in no event shall Seller have any liability to Buyer for any consequential damages arising from a breach by Seller of any representation or warranty unless such breach results from the intentional concealment by Seller.
Basket. A.1 In case of loss of the Basket or damages thereto, Swapfiets reserves the right to apply a Charge to the Member with a maximum fee set out in the table below: Basket € 12,50
Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Shareholder or ARC as applicable, are responsible under this Agreement exceeds Ten Thousand ($10,000) Dollars (the "Basket"); provided that once such Basket is exceeded for the Company Shareholders or ARC as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.
Basket. There shall be no recovery for claims under Sections 7.2(a) or 7.3(a) (except in the case of fraud, willful misconduct or intentional misrepresentation) unless and until (i) any individual claim or series of related claims is greater than $15,000 (the “De Minimis Amount”), in which case the claiming Party shall be entitled to recover for all such Losses in connection with such claim or series of related claims (including the De Minimis Amount) and (ii) the aggregate amount of Losses of the Indemnitee that may be claimed thereunder exceeds USD $200,000 (the “Threshold”), and once such Threshold has been reached, the Indemnifying Parties shall be liable to the Indemnitees for the amount of Losses in excess of the Threshold.
Basket. (i) The Shareholders shall not have any obligation to indemnify the Buyer Indemnitees for Losses incurred hereunder until the aggregate amount of indemnifiable Losses incurred by the Buyer Indemnitees exceeds $600,000, after which point the Shareholders shall be obligated only to indemnify the Buyer Indemnitees from and against further Losses in excess of $600,000. Further, and in addition to the general basket set forth above, the Shareholders shall not have any obligation to indemnify the Buyer Indemnitees for Losses incurred due solely to a breach of the representation and warranty set forth in Section 3.9 of this Agreement until the aggregate amount of indemnifiable Losses incurred by the Buyer Indemnitees thereunder exceeds $600,000, after which point the Shareholders shall be obligated only to indemnify the Buyer Indemnitees from and against further such Losses in excess of $600,000. The parties acknowledge and agree that the two baskets set forth above in this subparagraph (i) are separate and distinct, and Losses attributable solely to breaches under Section 3.9 shall not be included in the general basket, and Losses attributable to breaches under the other provisions of Article 3 shall not be included in the basket applicable to Section 3.9.
(ii) Neither Delta nor the Buyer shall have any obligation to indemnify the Shareholder Indemnitees for Losses incurred hereunder until the aggregate amount of indemnifiable Losses incurred by the Shareholder Indemnitees exceeds $600,000, after which point Delta and the Buyer shall be obligated only to indemnify the Shareholder Indemnitees from and against further Losses in excess of $600,000.
(iii) Notwithstanding the foregoing, the provisions of Section 10.3(a)(i) and (a)(ii) above shall not apply to, and the Indemnified Party shall be entitled to indemnification without regard to satisfaction of such provisions with respect to, (i) Losses resulting from fraud, intentional misrepresentation or intentional breach of the representations, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(c) hereof; (iii) Losses described in Section 10.2(a)(iv) that arise out of or in connection with the failure of the Company to be qualified as a foreign corporation or otherwise authorized to do business, at any time prior to the C...
Basket. In no event will any amount be recovered from LMP for any Xxxxxxxx Damages resulting from matters described in Section 8.2(a)(ii) until the aggregate amount of all LMP Indemnified Liabilities incurred by Xxxxxxxx and/or the Company exceeds the Basket, in which event LMP will be obligated, subject to the other provisions of this Agreement, to indemnify Xxxxxxxx for only those amounts in excess of the Basket.
Basket. Notwithstanding anything contained herein to the contrary, an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 6.02(a)(i) or 6.02(b)(i) hereto unless and until the dollar amount of all indemnifiable Losses in the aggregate exceeds $250,000 (the “Basket”), in which case the Indemnifying Party will be obligated to indemnify the Indemnified Party for all indemnifiable Losses in excess of $250,000.
Basket. Notwithstanding anything in this Agreement, Xxxxxxxx shall not have any Liability for any LMP Damages resulting from matters described in Section 8.1(a)(iv), until the aggregate amount of all such Liabilities incurred by the LMP Indemnified Parties exceeds the Basket; provided, however, that Staluppi’s Liability for any LMP Damages will not be limited as set forth in this Section 8.1(b) if such Xxxxxxxx Indemnified Liability relates to a breach of any Fundamental Representations or any representation or warranty set forth in Sections 2.3 through 2.7 (inclusive), and 2.9. MIPA – AAG Hyundai 38