Basket Amount Sample Clauses

Basket Amount. Notwithstanding any provision of this Agreement to the contrary, but subject to SECTION 7.5 hereof, except as set forth in the second sentence of this SECTION 7.3(b), Parent may not recover any Losses under SECTION 7.2 unless and until one or more Officer's Certificates (as defined below) identifying such Losses under SECTION 7.2 in excess of $1,500,000 in the aggregate (the "BASKET AMOUNT") has or have been delivered to the Escrow Agent and the Stockholder Representative as provided in SECTION 7.3(e) hereof, and such Losses are (x) agreed to by the Stockholder Representative, (y) not subject to an Objection Notice, validly delivered in accordance with the provisions of SECTION 7.3(f) hereof or (z) determined to be subject to indemnification pursuant to SECTION 7.3(g) hereof, in which case Parent shall be entitled to recover all Losses so identified, including the Basket Amount. Notwithstanding the foregoing, Parent shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses resulting from any Dissenting Share Payments, (B) Excess Third Party Expenses, (C) Losses relating to Stockholder claims relating to or arising out of this Agreement or the transactions contemplated hereby, and (D) Losses resulting from any breach or inaccuracy of any representation or warranty contained in SECTION 2.10 of this Agreement with respect to any sales, use, excise, transfer, or similar taxes ("SALES TAXES"), without regard to any information provided by the Company in the Disclosure Schedule regarding Sales Taxes; provided, however, that any Sales Taxes giving rise to such Losses were initiated by a tax

Basket Amount. 15.5.1 Except as provided in Section 15.7, the Kensington Entities shall have no obligation to indemnify the Karrington Entities under this Article unless and until the Karrington Entities have suffered Adverse Consequences giving rise to a right of indemnification under this Article of at least Fifteen Thousand Dollars ($15,000.00) in the aggregate (the "Basket Amount"), and then only as to the amount by which aggregate claims by the Karrington Entities exceed the Basket Amount. 15.5.2 Except as provided in Section 15.7, the Karrington Entities shall have no obligation to indemnify the Kensington Entities under this Article unless and until the Kensington Entities have suffered Adverse Consequences giving rise to a right of indemnification under this Article in the aggregate of at least the Basket Amount; and then only as to the amount by which aggregate claims by the Kensington Entities exceed the Basket Amount.

Basket Amount. Notwithstanding anything contained in this Agreement to the contrary, the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to Section 9.1(a), above, unless and until the aggregate Losses from all claims with respect thereto exceed, in the aggregate, Three Hundred Ten Thousand Dollars ($310,000) (the “Basket Amount”), and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the Basket Amount is to serve as a “deductible” for indemnification.

Basket Amount. (i) The indemnification provided for in Section 6.1 shall not apply until Buyer's claims for Damages exceed $25,000 in the aggregate, whereupon claim may be made for all amounts in excess of $25,000. (ii) The indemnification provided for in Section 6.2 shall not apply until Seller's and the Shareholders' collective claims for indemnification exceed $25,000 in the aggregate, whereupon claim may be made for all amounts in excess of $25,000.

Basket Amount. Notwithstanding anything in subsections 5.3 and 5.4 to the contrary, Purchaser shall not be entitled to any indemnification under such subsections if the aggregate amount of all claims thereunder is less than $10,000 (the "Exception Amount"), but if the aggregate amount of all claims equals or exceeds the Exception Amount, then Purchaser shall be entitled to full indemnification of all claims and there shall be no Exception Amount. The parties hereto do not intend that the Exception Amount be deemed to be a definition of what is "material" for any purpose in this Agreement.

Basket Amount. No Indemnifying Party shall be liable to any Indemnitee for indemnification of any amounts pursuant to this Section 11 unless the aggregate amount of all indemnifiable losses exceeds Ten Thousand Dollars ($10,000) (the "Basket") and only to the extent such losses exceed the Basket.

Basket Amount. Notwithstanding anything in Sections 6.5(a) ------------- and (b) to the contrary, neither the Company nor the Selling Shareholders shall be entitled to any indemnification under such sections if the aggregate amount of all damages thereunder is less than $50,000 (the "Exception Amount"). The parties hereto do not intend that the Exception Amount be deemed to be a definition of what is "material" for any purpose in this Agreement.

Basket Amount. The term “Basket Amount” shall have the meaning set forth in Section 9.1(f).

Basket Amount. No indemnification shall be paid by any Party ("Indemnifying Party") to the other Party ("Indemnified Party") pursuant to Subsections 7(b) and 7(c) unless the aggregate Adverse Consequences incurred by the Indemnified Party exceeds Fifteen Thousand Dollars ($15,000) (the "Basket"), and then the Indemnifying Party's indemnification will apply to the excess over the Basket up to any and all indemnification limits provided in this Agreement.

Basket Amount. Except as set forth in Section 8.4(c), a Purchaser Indemnified Party may not recover any Losses incurred pursuant to Section 8.2(a) unless and until the aggregate amount of such Losses subject to such indemnification under Section 8.2(a) collectively exceed €200,000 (the “Basket Amount”), whereupon such indemnification will be made by the Shareholders with respect to the aggregate amount of such Losses and not just amounts in excess of the Basket Amount.