Indemnification Ceiling definition

Indemnification Ceiling has the meaning set forth in §8(b)(ii).
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Indemnification Ceiling has the meaning set forth in Section 11.2(b) hereof.
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Indemnification Ceiling has the meaning specified in Section 9.05.
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Examples of Indemnification Ceiling in a sentence

  • The aggregate liability for indemnification under Section 14.1 of the Shareholders shall in no event exceed the Purchase Price (the "Indemnification Ceiling").

  • Notwithstanding anything herein to the contrary, if any indemnification claim exceed $26,500 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the indemnification obligations in this SECTION 11.4.1.

  • The maximum aggregate liability of the Purchaser to the Seller Indemnified Parties under this Section 10 with respect to or arising from any Indemnification Claims asserted by the Selling Parties within the Applicable Survival Periods, shall not exceed the sum of the Cash Consideration and the fair market value of the Stock Consideration (determined as of the date of this Agreement) (the "Purchaser Indemnification Ceiling").

  • Notwithstanding the foregoing, the Threshold, the Company Indemnification Ceiling and the Vital Indemnification Ceiling shall not apply to any claim related to a breach of representation or warranty where the Indemnifying Party had Knowledge of such breach at Closing and intentionally and willfully failed to disclose such breach.

  • Notwithstanding the foregoing, the Threshold and the Management Shareholders' Indemnification Ceiling shall not apply to any claim related to a breach of representation, warranty or covenant where the Indemnifying Party had actual knowledge of such breach at Closing and intentionally and willfully failed to disclose such breach.

  • Notwithstanding the foregoing, a claim for Damages under Sections 11.2(i) and (ii) made in accordance with Section 11.4 in excess of the Indemnification Ceiling may be collected from the Tax Indemnity Escrow Shares in which case the Tax Indemnity Ceiling shall be reduced by the amount of such excess.

  • This agreement to indemnify and hold harmless shall not limit or supersede any other such agreements by the Purchasers under this Agreement, and shall be subject to the limits of indemnification (that is, the Indemnification Floor and Indemnification Ceiling) set forth in SECTION 6.5 of this Agreement.

  • Notwithstanding the foregoing, the Threshold and the Management Shareholders’ Indemnification Ceiling shall not apply to any claim related to a breach of representation, warranty or covenant where the Indemnifying Party had actual knowledge of such breach at Closing and intentionally and willfully failed to disclose such breach.

  • The relative responsibility and Indemnification Ceiling of each SNIH Stockholder is determined as set forth in the Merger Agreement.

  • After satisfaction of the Claim Threshold, the aggregate liability of Sellers under the indemnities set forth in Section 8.1 for claims for all Losses other than fraud or intentional misrepresentations or intentional breaches (which Losses shall be compensable in full) shall be limited to a maximum amount equal to the Purchase Price up to the time that such maximum amount is determined paid by Purchaser to Sellers (the "Indemnification Ceiling").


More Definitions of Indemnification Ceiling

Indemnification Ceiling has the meaning assigned in SECTION 6.5.
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Related to Indemnification Ceiling

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

  • Indemnification Agreements has the meaning set forth in Section 2.5.

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

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • 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.

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

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

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

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, 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, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, 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, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • 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.

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

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

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

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • 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.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

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

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.