Indemnification Floor definition

Indemnification Floor means an amount equal to $200,000.
Sample 1Sample 2Sample 3
Indemnification Floor has the meaning set forth in Section 11.2(b) hereof.
Sample 1
Indemnification Floor has the meaning assigned in SECTION 6.5.
Sample 1

Examples of Indemnification Floor in a sentence

  • The reconciliation hereunder shall exclude the balance sheet reconciliation provided for in Section 1.6(b) hereof and any adjustment hereunder and under Section 1.6(b) shall be excluded from the calculation of the Indemnification Floor and the Indemnification Cap, as such terms are defined in Section 6.2 hereof.

  • Once the Purchaser Indemnification Floor has been reached, Seller shall be liable to Purchaser for any subsequent amounts that require Seller's indemnification of Purchaser.

  • Once the Indemnification Floor has been reached, the Seller Indemnifying Parties shall be liable for all Losses in excess of the Seller Indemnification Floor up to an aggregate maximum liability of $1,000,000 (the "Indemnification Cap").

  • The reconciliation hereunder shall exclude the reconciliation of IBNR which shall be handled in accordance with Section 4.6 hereof and any adjustment hereunder and under Section 4.6 shall be excluded from the calculation of the Indemnification Floor and the Indemnification Cap, as such terms are defined in Section 6.2 hereof.

  • Subject to and in accordance with the Indemnity Escrow Agreement, once the Indemnification Floor has been reached, a number of Escrow Shares shall be released to Parent from the Indemnity Escrow Fund that have an aggregate value equal to the amount of all Losses from the first dollar, computed, with respect to Losses attributable to each respective claim, on the basis of the Indemnity Average Price (as hereinafter defined) as the deemed value of an Escrow Share.

  • Should the aggregate damage amount exceed the Indemnification Floor, the Sellers will be obligated to indemnification for the full damage amount caused to the Buyer, from the first Shekel.

  • Once the Buyer Group has suffered Losses arising from matters covered by the indemnity contained in Section 9.1(a) in an amount equal to the Indemnification Floor, subject to the other terms of this Article 9, the liability of the Seller under Section 9.1(a) shall be equal to the total amount of all such Losses in excess of the Indemnification Floor.

  • 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.

  • The Indemnification Floor set forth in SECTION 6.5 shall not apply to any amounts owing under this SECTION 6.4. Any amounts paid under this SECTION 6.4 shall, however, be counted as payments made pursuant to SECTION 6.5 for purposes of calculating the maximum aggregate amount (i.e., the Indemnification Ceiling) to which the Purchasers are entitled to be indemnified pursuant to SECTION 6.5.

  • Notwithstanding the foregoing, none of the Heritage Parties shall be obligated to indemnify the Prospect Parties for Prospect Indemnifiable Damages that are less than the Indemnification Floor or that exceed the Indemnification Cap.

Related to Indemnification Floor

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

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

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

  • 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 Agreements has the meaning set forth in Section 2.5.

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

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

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

  • 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.

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

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

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

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

  • 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.

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

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

  • 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 Amounts has the meaning given that term in Section 12.6.

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

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

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

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