Indemnity Basket definition

Indemnity Basket has the meaning set forth in Section 9.6(a).

Indemnity Basket has the meaning set forth in Section 14.2 hereof.

Indemnity Basket is defined in Section 14.1.2.

Examples of Indemnity Basket in a sentence

• A second molecule (type 2) is farther from the surface with O- surface distance of 3.08 Å.

• The Seller and DQE will have the right to participate in or, by giving written notice to the Buyer Indemnitee, to elect to assume the defense of any Third Party Claim by the Seller's own counsel, the cost for which shall be borne by the Seller and DQE to the extent that Buyer Indemnifiable Losses exceed the Indemnity Basket and shall, to such extent, be taken into account in calculating the aggregate amount of the Seller's and DQE's liability for Buyer Indemnifiable Losses under the Indemnity Cap.

• Any and all Indemnifiable Losses arising out of or resulting from clauses (i), (ii), or (iii) above shall not be limited by the Indemnity Cap (as defined in Section 4.3(b)), but shall be subject to the Indemnity Basket (as defined in Section 4.3(b)).

• Buyer shall not have any liability under Section 14.3(b) unless the aggregate of all Damages for which Buyer would, but for this provision, be liable under Section 14.3(b) exceed the amount of the Indemnity Basket, and then to the extent of any such Damages.

• Notwithstanding anything to the contrary contained herein or otherwise, the limitation imposed by the Indemnity Basket and the Indemnity Cap shall not apply to any intentional misrepresentation or fraud.

More Definitions of Indemnity Basket

Indemnity Basket shall have the meaning set forth in Section 8.01(c).

Indemnity Basket means $250,000, and (ii) the term "Indemnity Cap" shall mean $15,000,000; provided, however, that on the first (1/st/) anniversary of the Closing Date, the Indemnity Cap shall be reduced to, and shall thereafter mean, $7,500,000; and provided further, that on the second (2/nd/) anniversary of the Closing Date, the Indemnity Cap shall be reduced to, and shall thereafter mean, zero, unless the Indemnity Period has been extended until the third (3/rd/) anniversary of the Closing Date, pursuant to Section 4.2(a), in which case the Indemnity Cap shall continue to mean $7,500,000 until the third (3/rd/) anniversary of the Closing Date, upon which it shall be reduced to, and shall thereafter mean, zero. Notwithstanding any other provision of this Agreement to the contrary, the Seller's and DQE's liability for the following Buyer Indemnifiable Losses shall not be limited by the Indemnity Cap: Buyer Indemnifiable Losses relating to (i) any litigation, existing or threatened, that is required to be set forth in Sections 3.7, 3.8(a), 3.8(b), 3.9(i) or 3.10 of the Seller Disclosure Schedule, (ii) Excluded Assets, (iii) any and all liabilities and obligations of the Seller or the Subsidiaries of the Seller (other than any liabilities or obligations of the Seller (in respect of the Company), Utility, Development, Xxxxxxxx or any Company Subsidiary or any of the Integrated Assets or Integrated Liabilities), (iv) indemnity obligations of the Parties in respect of Taxes, as set forth in Section 4.5, (v) indemnity obligations of the Seller and DQE in respect of certain litigation as set forth in Section 4.6, (vi) indemnity obligations of the Seller and DQE in respect of Environmental Law, as set forth in Section 4.7, and (vii) any fraud committed by DQE, the Seller, the Company or any Company Subsidiary (provided that the foregoing reference to the Company or any Company Subsidiary refers to fraud committed prior to the Closing Date); in addition, the Buyer's liability for the following Seller Indemnifiable Losses shall not be limited by the Indemnity Cap: Seller Indemnifiable Losses relating to (i) indemnity obligations of the Parties in respect of Taxes, as set forth in Section 4.5, (ii) any breach or violation of any Environmental Law by PSC, Acquisition, any Buyer Subsidiary designated by PSC pursuant to Section 1.1, the Company or any Company Subsidiary on or after the Closing Date, and (iii) any fraud committed by PSC, Acquisition, any Buyer Subsidiary designated by P...

Indemnity Basket means $1,000,000.

Indemnity Basket means and amount equal to 1% of the Purchase Price.

Indemnity Basket is defined in Section 7.04.

Indemnity Basket is defined in Section 6.4(a).

Indemnity Basket means One Hundred Thousand Dollars ($100,000), and (ii) the term “Indemnity Cap shall mean One Million, Two Hundred Fifty Thousand Dollars ($1,250,000). Notwithstanding any other provision of this Agreement to the contrary, (i) the Seller’s liability for Buyer Indemnifiable Losses in respect of Taxes, as set forth in Section 6.9 of this Agreement, shall not be limited by, nor taken into account in determining whether Buyer Indemnifiable Losses exceed the Indemnity Cap, shall not be limited by the requirement to make a claim during the Indemnity Period and shall not be limited by any requirement to meet or exceed the Indemnity Basket, and (ii) the Seller’s liability for Buyer Indemnifiable Losses in respect of Hxxxxxx Claims shall not be limited by the Indemnity Cap and shall not be limited by any requirement to meet or exceed the Indemnity Basket. In addition, notwithstanding any other provision of this Agreement to the contrary, (i) the Buyer’s liability for Seller Indemnifiable Losses in respect of Taxes, as set forth in Section 6.9 of this Agreement, shall not be limited by, nor taken into account in determining whether Seller Indemnifiable Losses exceed the Indemnity Cap, shall not be limited by the requirement to make a claim during the Indemnity Period, and shall not be limited by any requirement to meet or exceed the Indemnity Basket, and (ii) the Buyer’s liability for Seller Indemnifiable Losses in respect of COBRA Claims shall not be limited by the Indemnity Cap and shall not be limited by any requirement to meet or exceed the Indemnity Basket.