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 shall have the meaning set forth in Section 8.2(c).
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Examples of Buyer Deductible in a sentence

  • Each of the parties hereof agree and acknowledge that the Seller Deductible, the Buyer Deductible, the limitation on liabilities set forth in Section 9.01(b) hereof and the maximum amount subject to set-off set forth in Section 9.08 hereof shall be applied against Damages arising under this Agreement and each of the Related Purchase Agreements.

  • If Buyer reasonably concludes that the potential for indemnity from Sellers under this Article 10 exists with respect any conditions discovered, even if the Buyer Deductible has not been satisfied, Buyer shall promptly notify Sellers in writing, provide all relevant, available, non-privileged information to Sellers, and provide Sellers with the opportunity to assume the role of Lead Party in connection with such Pre-Closing Environmental Liability.

  • In advance to the extent practicable and in no event later than the date on which a payment of a Buyer Deductible Cash Deferred Compensation Award for which Seller retains liability under this Section 9.06 first becomes due to an employee, Seller shall transfer to Buyer an amount of cash equal to the full value of the Buyer Deductible Cash Deferred Compensation Award or portion thereof actually paid.

  • Buyer or an Affiliate (including, after the Closing, a Transferred Entity) will have the obligation to pay such employee 100% of all such Buyer Deductible Dividend Equivalent Amounts net of any applicable tax withholding.

  • No indemnification payment by Buyer with respect to any Seller Damages otherwise payable pursuant to this Article VIII shall be payable until such time as all Seller Damages shall, in the aggregate, exceed more than $100,000 (the "Buyer Deductible Amount"), and thereafter claims hereunder for Seller Damages may be brought only for amounts in excess of such Buyer Deductible Amount up to but not exceeding the Buyer Cap.

  • Buyer shall be responsible for all tax withholding and reporting obligations that arise in connection with any payments under any Buyer Deductible Cash Deferred Compensation Award.

  • 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.

  • Buyer shall not have any responsibility under this §6, until the Seller shall have suffered Losses for which recovery is possible under this §6 in excess of a Twenty Five Thousand and No/100 Dollars ($25,000.00) as an aggregate deductible (the “Buyer Deductible”), and then Buyer will be only obligated to indemnify the Seller only from and against those Losses in excess of such Buyer Deductible.

  • The Buyer Deductible shall not apply in the case of Fraud or a breach or inaccuracy of any Buyer Fundamental Representation.

  • Subject to Section 7.3.4, the Buyer ----------------- Indemnified Party shall not be entitled to indemnification in respect of Buyer Indemnifiable Losses except to the extent the cumulative amount of all Buyer Indemnifiable Losses exceeds $100,000 (the "Buyer Deductible"), which excess cumulative amount shall be recoverable in accordance with the terms hereof.


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 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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Buyer Deductible as defined in Section 7.2(a).
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Buyer Deductible means an amount equal to $3,000,000.
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Buyer Deductible means *****
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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 11.1 hereof;

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • 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 $3,000,000.

  • 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.

  • Bankruptcy Loss Coverage Amount As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading, qualification or withdrawal of the then current ratings assigned to the Classes of Certificates rated by it.

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

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Fraud Loss Coverage Amount As of the Closing Date, $2,748,787, subject to reduction from time to time, by the amount of Fraud Losses allocated to the Certificates. In addition, on each anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will be reduced as follows:

  • 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 means, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

  • 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.