Common use of Limitations and General Indemnification Provisions Clause in Contracts

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IX, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX exceeds the value of one-half percent (0.5%) of the Exchange Consideration (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Representations or (ii) Fraud Claims.

Appears in 2 contracts

Samples: Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

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Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IXVII, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 7.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX VII exceeds the value of one-half percent Three Hundred Thousand U.S. Dollars (0.5%$300,00.00) of the Exchange Consideration (the “BasketDeductible”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations hereinDeductible; provided, however, that the Basket Deductible shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Representations Special Representation or (ii) Fraud Claims.

Appears in 1 contract

Samples: Share Exchange Agreement (Greenland Acquisition Corp.)

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article IXVI, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 6.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX VI exceeds the value of one-half percent One Hundred Sixty Thousand U.S. Dollars (0.5%$160,000) of the Exchange Consideration (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Special Representations or (ii) Fraud Claims.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integrated Wellness Acquisition Corp)

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IXVII, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 7.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX VII exceeds the value of one-half percent Thirty Four Million Five Hundred Thousand U.S. Dollars (0.5%$34,500,000) of the Exchange Consideration (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Representations Special Representation or (ii) Fraud Claims.

Appears in 1 contract

Samples: Share Exchange Agreement (Yunhong International)

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IXVII, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 7.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX VII exceeds the value of oneTwo Million One Hundred Twenty-half percent Five Thousand U.S. Dollars (0.5%$2,125,000) of the Exchange Consideration (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Representations Special Representation or (ii) Fraud Claims.

Appears in 1 contract

Samples: Share Exchange Agreement (TKK SYMPHONY ACQUISITION Corp)

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Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IX, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article ARTICLE IX exceeds the value of one-half percent Five Hundred Thousand U.S. Dollars (0.5%$500,000) of the Exchange Consideration (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Seller Fundamental Representations or (ii) Fraud Claims.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article IXX, the Indemnitees will not be entitled to receive any indemnification payments under clause (a) of Section 9.2 10.2 unless and until the aggregate amount of Losses incurred by the Indemnitees for which they are otherwise entitled to indemnification under this Article IX X exceeds the value of one-half percent (0.5%) of the Exchange Consideration $2,000,000 (the “Basket”), in which case the Indemnitors shall be obligated to the Indemnitees for the amount of all Losses of the Indemnitees from the first dollar of Losses of the Indemnitees required to reach the BasketIndemnitees, subject to the other limitations herein; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any Company and Sellers Fundamental Special Representations or (ii) Fraud Claims.

Appears in 1 contract

Samples: Business Combination Agreement (Alussa Energy Acquisition Corp.)

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