Buyer Deductible definition

Buyer Deductible has the meaning set forth in Section 10.3(b)(ii).
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Buyer Deductible means $1,000,000.
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Buyer Deductible means (i) until the first anniversary of the Closing Date, an amount equal to $1,687,500 (the “Initial Buyer Deductible”); and (ii) following the first anniversary of the Closing Date, the lesser of (A) fifty percent (50%) of the then remaining retention amount under the RWI Policy; and (B) $1,125,000.
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Examples of Buyer Deductible in a sentence

  • In determining our respective pro-rata interests, amounts retained by you through any Buyer Deductible and/or Insured Percentage will be included in the calculation, but amounts retained by you through the Aggregate Deductible will be excluded from the calculation.

  • Buyer Deductible means the amount of Insured Debt as set forth in the Special Terms which you must retain for your own account for an individual Buyer loss.

  • Neither Parent nor Operator shall be liable under Section 7.3(a) or (b), as applicable, unless and until the Damages incurred by one or more of the Company Indemnified Parties in the aggregate have exceeded an amount equal to One Million Eight Hundred Fifty Thousand Dollars ($1,850,000.00) (the “Buyer Deductible”), in which event Parent or Operator, as applicable, shall be required to pay or be liable for only the amount of Damages that exceed the Buyer Deductible.

  • The Insured must retain for its own account, without recourse to any other party, the amount of the per Buyer Deductible and the amount of any payment or indebtedness owing to the Insured by any Buyer that exceeds the applicable Buyer Limit.


More Definitions of Buyer Deductible

Buyer Deductible has the meaning set forth in Section 10.3(a)(ii).
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Buyer Deductible is defined in Section 10.2(b) of this Agreement.
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Buyer Deductible is defined in Section 8.6(a).
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Buyer Deductible means $2,000,000.
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Buyer Deductible means *****
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Buyer Deductible means an amount equal to $3,000,000.
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Related to Buyer Deductible

  • Deductible has the meaning set forth in Section 11.1(e).

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Indemnity Escrow Amount means $5,000,000.

  • High Deductible Health Plan means a Health Plan as defined by 26 USC § 223(c)(2)(A) that also is a Qualified Health Plan.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Casualty Loss has the meaning set forth in Section 5.06.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.