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Indemnification Floor definition

Indemnification Floor means an amount equal to $200,000.
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Indemnification Floor shall have the meaning set forth in Section 12.2.5.
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Indemnification Floor has the meaning assigned in SECTION 6.5.
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Examples of Indemnification Floor in a sentence

  • It is agreed and understood that neither the Seller nor the Buyer, as the case may be, shall have any liability at any time for Indemnifiable Losses asserted against or suffered by the other party until the aggregate amount of Indemnifiable Losses asserted or suffered by such other party under this Section 10.4 shall exceed the Indemnification Floor, and then only to the extent that the aggregate amount of Indemnifiable Losses exceeds the Indemnification Floor.

  • No material information provided or made available to River Holdings by or on behalf of River Group shall be incorrect in any material respect.

  • The Seller and the Buyer shall have indemnification obligations with respect to Indemnifiable Losses asserted against or suffered by the Seller or the Buyer, as the case may be, to the extent that the aggregate of all such Indemnifiable Losses exceed the Indemnification Floor.

  • Except for (i) any environmental matter or condition relating to the Real Property of which Seller had knowledge and failed to disclose to Petro as required hereunder, or (ii) the failure to pay any Tax Obligation with respect to the Assets or Business, Seller shall not have indemnification liability until the total of all Claims asserted by an Indemnitee against it exceeds $150,000, (the “Indemnification Floor Amount”) and then only for the amount of Claims which exceed such Indemnification Floor Amount.

  • In determining whether Claims exceed the Indemnification Floor Amount, the sum of all Claims submitted against Seller shall be included regardless of any materiality qualification or limitation otherwise set forth in this Agreement.

  • In cases where the total amount of such Damage/s exceeds the Indemnification Floor, the Sellers’ indemnity liability shall apply to all such amounts (i.e., from the first shekel).

  • The Buyer will be entitled to indemnification from the Sellers, and provided, as a precondition that the damage which will be caused to the Buyer in the aggregate, for claims whose cause is during the Indemnification Period, will exceed NIS 500,000 (the "Indemnification Floor").

  • 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.

  • The Indemnification Floor set forth in SECTION 6.5 shall not apply to any amounts owing under this SECTION 6.

  • It is agreed and understood that neither the Sellers nor the Buyer, as the case may be, shall have any liability at any time for Indemnifiable Losses asserted against or suffered by the other party until the aggregate amount of Indemnifiable Losses asserted or suffered by such other party under this Section 9.1 shall exceed the Indemnification Floor, and then only to the extent that the aggregate amount of Indemnifiable Losses exceeds the Indemnification Floor.

Related to Indemnification Floor

  • Indemnification Cap shall have the meaning set forth in Section 8.4(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.

  • 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 shall have the meaning set forth in Section 6.01(a).

  • 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 8.4(a).

  • 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 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.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • 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 9.2(b).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • 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.

Most Referenced Clauses

Most Referenced Definitions