Indemnity Reduction Amounts definition

Indemnity Reduction Amounts has the meaning set forth in Section 10.5(a).
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Indemnity Reduction Amounts shall have the meaning set forth in Section 4.04(a).
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Indemnity Reduction Amounts is defined in Section 9.3(a).
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Examples of Indemnity Reduction Amounts in a sentence

  • Without limiting the generality of the foregoing, Sellers shall not be Liable with respect to any individual claim hereunder (other than any claim made pursuant to Section 9.2(a)(iii)) that results in otherwise indemnifiable Damages (after giving effect to any Indemnity Reduction Amounts), and such Damages shall not be counted toward satisfaction of the Deductible, unless such Damages exceed an amount equal to five hundred thousand dollars ($500,000).

  • Without limiting the generality of the foregoing, Seller shall not be liable with respect to any individual claim arising out of or relating to matters described in Section 8.2(a)(i) that results in otherwise indemnifiable Damages (after giving effect to any Indemnity Reduction Amounts) of Twenty-Five Thousand Dollars ($25,000) or less (and such Damages shall not be counted toward satisfaction of the Deductible).

  • The amount which any Indemnifying Parties are or may be required to pay to any Indemnified Parties in respect of Liabilities arising under any Indemnity Claim or Transaction Claim will be reduced by any amounts actually received (including amounts received under insurance polices) by or on behalf of the Indemnified Parties from third parties relating to such payment (such amounts are referred to herein as "Indemnity Reduction Amounts").

  • The amount which any Indemnifying --------------------------- Parties are or may be required to pay to any Indemnified Parties in respect of Liabilities arising under any Indemnity Claim or Transaction Claim will be reduced by any amounts actually received (including amounts received under insurance polices) by or on behalf of the Indemnified Parties from third parties relating to such payment (such amounts are referred to herein as "Indemnity Reduction Amounts").


More Definitions of Indemnity Reduction Amounts

Indemnity Reduction Amounts has the meaning set forth in Section 8.2(f).
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Indemnity Reduction Amounts shall have the meaning ascribed thereto in Section 4.05(a).
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Indemnity Reduction Amounts has the meaning set forth in Section 8.7.2. “Initial Title Objections” has the meaning set forth in Section 5.4.1(b).
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Indemnity Reduction Amounts is defined in Section 7.06(a).
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Indemnity Reduction Amounts is defined in Section 11.12.
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Indemnity Reduction Amounts has the meaning set forth in Section 12.5(a). “Intellectual Property” means all Patents and Trademarks and Trade Secrets. “June 30 Balance Sheet” has the meaning set forth in Section 5.7. “Knowledge”, with respect to the Acquired Companies, means the actual knowledge of Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx, in each case as of the date of this Agreement, and not any constructive or imputed knowledge of Seller or any of its Affiliates (including the Acquired Companies) or any of their respective directors, officers, employees, partners, managers, members or other Representatives. “Laws” means all applicable laws, statutes, constitutions, rules, regulations, judgments, rulings, orders, decrees, injunctions and determinations of Governmental Entities. “Leases” has the meaning set forth in Section 5.9(a). “Legacy Site Environmental Costs” means any necessary costs or expenses resulting from (i) Remedial Action required by an enforcement order or decree entered by a Governmental Entity pursuant to Environmental Laws or required as a result of a final and non-appealable enforcement order or decree entered by a Governmental Entity in connection with any third party claim for Remedial Action, (ii) claims by any third party against any Acquired Company for injury to health (including disease or death) or damage to real or personal property or damage to natural resources, or (iii) claims by any third party against any Acquired Company for indemnification under any indemnification obligations of the Acquired Companies (whether arising from contract or otherwise) existing as of the Closing Date; in each case set forth in clauses (i), (ii) and (iii), that are actually paid following the Closing Date by Buyer or any of the Acquired Companies, but only to the extent such costs or expenses result from or relate to the actual or alleged emission, transportation, disposal, discharge or release prior to the Closing Date of any Hazardous Substances at, on, from or under any Former Facilities (other than on, from, under or affecting any facilities or other 7
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Related to Indemnity Reduction Amounts

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • FX Reduction Amount is defined in Section 2.1.3.

  • Reduction Amount has the meaning set forth in Section 2.05(b)(viii).

  • Allocation Amount means, as of the Closing Date, the Series 2023-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2023-1 Stated Principal Amount resulting from the issuance of additional Series 2023-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2023-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding DollarPrincipal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Subordination Reduction Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Subordinated Amount and (b) the Net Monthly Excess Cash Flow.

  • Contribution Amounts the aggregate amount of capital contributions applied by the Borrower to permit the Incurrence of Contribution Indebtedness pursuant to Subsection 8.1(b)(xi).

  • Class Y Principal Reduction Amounts For any Distribution Date, the amounts by which the Class Principal Balances of the Class Y-1 and Class Y-2 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Class C Unpaid Realized Loss Amount As of any Distribution Date, the excess of (1) the Class C Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class C Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class C Certificates pursuant to the last sentence of the definition of "Certificate Principal Balance."

  • Unpaid Realized Loss Amount With respect to any Class of Subordinated Certificates and as to any Distribution Date, is the excess of (i) the Applied Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all distributions in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates, and (b) the amount by which the Class Certificate Balance of such Class has been increased due to the distribution of any Subsequent Recoveries on all previous Distribution Dates. Any amounts distributed to a Class of Subordinated Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of such Class.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • REMIC 2 Principal Loss Allocation Amount With respect to any Distribution Date and the mortgage loans, an amount equal to (a) the product of (i) the Aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest ZZ.

  • Designation Amount has the meaning given to this term in Section 4.15.

  • Appraisal Reduction Amount shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.

  • Indemnity Escrow Amount means $3,000,000.

  • Reimbursement Amount As defined in Section 2.04.

  • Trust Reimbursement Amount As defined in Section 3.06A(a) of this Agreement.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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

  • REMIC 2 Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

  • REMIC I Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.

  • Allocable Amounts, when used with respect to any Senior Indebtedness, means all amounts due or to become due on such Senior Indebtedness less, if applicable, any amount which would have been paid to, and retained by, the holders of such Senior Indebtedness (whether as a result of the receipt of payments by the holders of such Senior Indebtedness from the Company or any other obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of payment to such Senior Indebtedness pursuant to any provision of such indebtedness for the payment over of amounts received on account of such indebtedness to the holders of such Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness is subordinate or junior in right of payment to (or subject to a requirement that amounts received on such Senior Indebtedness be paid over to obligees on) trade accounts payable or accrued liabilities arising in the ordinary course of business.

  • REMIC I Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and REMIC I Regular Interest LTZZ.

  • Cumulative Appraisal Reduction Amount As of any date of determination by the Special Servicer, the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount. None of the Master Servicer, the Trustee nor the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).