Basket Exclusions definition
Examples of Basket Exclusions in a sentence
All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder, and, except as otherwise specifically provided in this Agreement and, except for all representations and warranties of the Stockholders contained in Article IV and except with respect to the Basket Exclusions (as defined in Section 9.04), shall thereafter terminate and expire on the first anniversary of the Closing Date.
The Basket Exclusions shall survive the Closing indefinitely, other than Section 3.28, which shall survive for the applicable statute of limitations.
The Sellers shall be obligated to pay all Buyer Losses based on the Seller Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all Buyer Losses shall have exceeded, in the aggregate, the Basket Amount.
The Buyer shall be obligated to pay all Seller Losses based on the Buyer Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all Seller Losses shall have exceeded, in the aggregate, the Basket Amount.
The maximum aggregate indemnification obligation of the Beneficiary under Article IX shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Contributor Basket Exclusions.
The maximum obligation of the Buyer to provide indemnification pursuant to this Section 8 shall be limited to the Cap in the aggregate; provided, however, that the foregoing limitation shall not apply to any Seller Losses arising from (i) the Buyer Basket Exclusions or (ii) the actual fraud of the Buyer.
The maximum aggregate indemnification obligation of the Warrantors under Article IX or Article VII shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Beneficiary Basket Exclusions.
The maximum obligation of the Sellers to provide indemnification pursuant to this Section 8 shall be limited to $6,000,000 in the aggregate (the "Cap"); provided, however, that the foregoing limitation shall not apply to any Buyer Losses arising from (i) the Seller Basket Exclusions or (ii) arising out of the actual fraud of the Sellers.
All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder, and, except as otherwise specifically provided in this Agreement and, except for all representations and warranties of the Shareholder contained in Article IV and except with respect to the Basket Exclusions (as defined in Section 9.04), shall thereafter terminate and expire on the first anniversary of the Closing Date.
The maximum aggregate liability of Seller for indemnification under 6.2 with respect to Buyer Basket Exclusions, and the maximum liability of Buyer for indemnification under Section 6.3 with respect to the Seller Basket Exclusions, shall not exceed $750,000.