Indemnity Basket definition

Indemnity Basket has the meaning set forth in Section 9.1(c) hereof.

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

• Once the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket, the Buyer Indemnified Parties may, subject to Section 6.7 below, recover the entire amount of all Damages resulting from all Rep and Warranty Claims.

• Because Buyer has provided for an Indemnity Basket Deductible, Sellers agree that for the purposes of determining liability and calculating Buyer Damages under this Article 7, a representation shall be deemed false and a warranty shall be deemed breached or not fulfilled if the same would have been false, breached of not fulfilled had the representation or warranty not been qualified by the words “material”, “in all material respects”, “Material Adverse Effect” or words of similar import.

• The Seller 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 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 liability for Buyer Indemnifiable Losses under the Indemnity Cap.

• The Buyer Indemnified Parties may not assert any Rep and Warranty Claim against the Seller unless and until the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket.

More Definitions of Indemnity Basket

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 shall have the meaning set forth in Section 9.02(b).

Indemnity Basket shall have the meaning assigned to it in Section 5.13.

Indemnity Basket is defined in Section 7.04.

Indemnity Basket is defined in Section 6.4(a).