Indemnification Floor definition

Indemnification Floor means an amount equal to $200,000.
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Indemnification Floor has the meaning set forth in Section 11.2(b) hereof.
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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.

  • 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.

  • The term "Indemnification Floor" means an amount equal to $200,000.

  • 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).

  • 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").

  • These records will be kept confidential to the extent permitted by law.Completion of Investigation.

  • 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.

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Related to Indemnification Floor

  • Indemnification Cap has the meaning set forth in Section 9.4(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 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, 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 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, 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 9.2(b).

  • 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.