Examples of Indemnification Basket in a sentence
The Indemnification Basket shall not apply to Indemnity Losses arising under the Title Representations, the Broker Representations, the Tax Representations, Section 4.14(a), Section 4.19, Section 4.25, 6.01(c), or based upon fraud, willful misconduct, intentional misrepresentation or criminal activity on the part of any Seller.
For purposes of this §8, any breach of or inaccuracy in any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, including without limitation for determining whether or not a particular indemnification obligation is subject to the Indemnification Basket.
The indemnification obligations of the Seller under this Section 10.3 shall not be subject to the Seller Indemnification Cap, the Seller Indemnification Basket, or the Seller Indemnification Threshold, and the indemnification obligations of the Buyer under this Section 10.3 shall not be subject to the Buyer Indemnification Cap, the Buyer Indemnification Basket, or the Buyer Indemnification Threshold.
The Stockholders shall not be entitled to indemnification with respect to any matter under Section 10.3(i) until the total amount of Damages that the Stockholders are entitled to indemnification under Section 10.3(i), but for this Section 10.6(a), exceeds the Indemnification Basket, then only for the excess over the Indemnification Basket.
Each party shall only be obligated to indemnify the other for amounts in excess of the Indemnification Basket, subject to the Indemnification Cap, and with respect to environmental matters referenced in Section 4.14, the Indemnification Cap shall be increased to twelve million dollars ($12,000,000) and there shall be no applicable Indemnification Basket.