Indemnification Cap Amount definition

Indemnification Cap Amount means, with respect to any indemnification obligations, including, without limitation, under Article VI of the Asset Management Agreement and Article XI of the Energy Management Agreements, collectively, an amount not to exceed
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Indemnification Cap Amount means $5,000,000.
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Indemnification Cap Amount has the meaning given to it in Section 7.4.1.
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Examples of Indemnification Cap Amount in a sentence

  • After the Buyer Indemnified Parties have exhausted or made claims upon the Indemnification Cap Amount (the Escrow Fund shall be first resort), each Contributing Securityholder shall be liable, on a several and not joint basis, in accordance with its Indemnification Pro Rata Portion of any claim, provided that, subject to Section 9.2(c)(iv), such liability shall be limited to an amount equal to the amount actually paid to (or for the benefit or on behalf of) the Contributing Securityholder.

  • In no event will the Shareholders obligations for Parent Losses claimed under Section 10.1 be greater than (i) $28.8 million, if the Closing has not occurred, and (ii) after Closing, ten percent (10%) of the product of 6,000,000 multiplied by the Average Closing Price (the "Indemnification Cap Amount").

  • Notwithstanding anything to the contrary in this Agreement, the Losses recoverable from Seller by Purchaser Indemnitees or from Purchaser by Seller Indemnitees under this Agreement shall not exceed an amount equal to Xxxxxxx Money (the "Indemnification Cap Amount").

  • The indemnification provided for herein will not apply unless and until the aggregate amount of the damages for which the Indemnitee seeks indemnifications exceeds $400,000 in the aggregate, in which event the indemnification provided for will include all damages up to the Indemnification Cap Amount.

  • In no event will Parent's obligation for Shareholder Losses under Section 10.2 be greater than the Indemnification Cap Amount.

  • If the Lifestyle Sale Event occurred and the Survival Period has not expired, upon the occurrence of an Indemnification Loss and provided Purchaser has complied with the terms set forth in this ARTICLE XII, funds from the Escrowed Indemnification Cap Amount in the amount of the Indemnification Loss shall be disbursed to Purchaser upon written demand by Sellers and Purchaser.

  • The Escrowed Indemnification Cap Amount shall be returned to CNL Lifestyle Properties, Inc.


More Definitions of Indemnification Cap Amount

Indemnification Cap Amount means the Purchase Price as may be adjusted pursuant to Section 1.4, (1) minus eight billion two hundred fifty-one million eight hundred thousand Yen (¥8,251,800,000), (2) minus the amount equal to the Capital Registration Tax, (3) plus the amount (if any) equal to the Capital Expenditures Shortfall.”
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Indemnification Cap Amount has the meaning set forth in Section 11.1(a).
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Indemnification Cap Amount has the meaning set forth in Section 9.6(e)(i).
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Indemnification Cap Amount equals Fourteen Million Dollars ($14,000,000.00).
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Indemnification Cap Amount equals One Million Dollars ($1,000,000.00).
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Indemnification Cap Amount means Three Million Dollars ($3,000,000.00).
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Related to Indemnification Cap Amount

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Cap Amount shall have the meaning set forth in Section 2.3.10.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.