Sellers’ Deductible Sample Clauses

Sellers’ Deductible. The Seller Protected Parties may make no claim against the Buyer for indemnification pursuant to Section 11.2(i) unless and until the aggregate amount of Losses with respect to such claims exceeds Five Million Dollars ($5,000,000.00) (the "Seller's Deductible") in which event the Seller Protected Parties may claim indemnification for the amount of such Losses in excess of the Seller's Deductible. For purposes of determining whether the Seller's Deductible has been reached, no effect shall be given to the words "material," "material adverse effect," "knowledge" or similar limiting language.

Sellers’ Deductible. Sellers will not have any obligation under SECTION 8.1(a) and (d) (to the extent incident to SECTION 8.1(a)) other than regarding any breach of any Special Representation or SECTION 4.12 (Tax Matters) (as to which no deductible will apply), unless and until the aggregate amount of indemnification for which Sellers is obligated thereunder exceeds $250,000 (the “Deductible”), and then only with respect to such amount in excess of $250,000.

Sellers’ Deductible. Buyer shall have no Liability (for indemnification or otherwise) with respect to claims under Section 10.3(a) until the total of all Damages with respect to such matters exceeds two hundred fifty thousand dollars ($250,000) and then only for the amount by which such Damages exceed two hundred fifty thousand dollars ($250,000). Notwithstanding the foregoing, this Section 10.4(b) shall not apply to: (i) claims under Section 10.3(c) through (f), (ii) claims arising in respect of Section 5.1(d), (iii) any Breach of any of Buyer’s representations and warranties of which the Buyer’s or its Affiliates had Knowledge at any time prior to the date on which such representation and warranty is made, or (iv) any intentional Breach by Buyer of any covenant or obligation under this Agreement or the Ancillary Agreements, and Buyer will be liable for all Damages with respect to any such Breaches.

Sellers’ Deductible. Except as otherwise provided in the immediately following sentence, no Parent Party shall seek, or be entitled to, indemnification from AMC until the aggregate amount of Damages incurred or suffered by all Parent Parties under such sections exceeds $100,000,000 (one hundred million dollars) (the “Indemnity Deductible”), and once the Parent Parties have incurred or suffered aggregate Damages exceeding the Indemnity Deductible, the Parent Parties shall be entitled to indemnity only for Damages in excess of the Indemnity Deductible. All Parent Claims made pursuant to Section 2.9(b) (Post-Closing Deliveries), Section 3.2 (Capitalization of the Company and its Subsidiaries), Section 3.9 (ASC), Section 3.14(b) (Taxes), Section 5.6(d) (Permits), Section 5.11(b) (Méxican Tax Matters) and Section 8.1(a)(i)(3) that relate solely to the Scheduled Items are not subject to the Indemnity Deductible and shall be fully reimbursable. Once it is determined there is a breach of a representation, warranty or covenant, the amount of Damages shall be determined without giving effect to any Material Adverse Effect qualification or any other materiality, dollar limit or similar qualification contained in the applicable representation, warranty or covenant. For purposes of this Article VIII, a breach of the representations or warranties contained in Section 3.1 (Organization and Qualification; Subsidiaries), or Section 3.5 (Certifications) shall be determined without giving effect to any Company Material Adverse Effect qualification or any other materiality, dollar limit or similar qualification contained in such sections or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable.