Maximum Indemnified Amount definition

Maximum Indemnified Amount means (i) $950,000 for claims brought on or prior to the first anniversary of the Closing Date, and (ii) $495,000 for claims brought after the first anniversary but prior to the second anniversary of the Closing Date.
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Maximum Indemnified Amount means: the amount of $1 million, such amount to be fully insured by Health Care Organization with a cyber liability insurance policy. XXXX agrees to obtain and maintain cyber liability insurance with coverage in the amount of $5 million, plus excess coverage in the amount of $5 million.
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Maximum Indemnified Amount means (i) the cash and shares of Buyer Common Stock (valued at the Buyer Share Price) received by the Sellers in exchange for their shares of Common Stock and Options plus (ii) the product of the Option Spread and the number of Options exchanged by the Sellers pursuant to Section 9.4.
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Examples of Maximum Indemnified Amount in a sentence

  • Similarly, notwithstanding anything to the contrary in this Agreement, August shall not have any liability to ASTIHL or any of its Affiliates for Indemnifiable Losses after August in the aggregate has paid to ASTIHL Affiliates the Maximum Indemnified Amount (defined below) as indemnity pursuant to claims made under Section 9.2 for Indemnifiable Losses incurred by August Affiliates.

  • Any distribution to August Affiliates from the Second Pool in satisfaction of Xxxxxxx/ISOA Losses shall not reduce the Maximum Indemnified Amount available to August Affiliates with respect to any other claim under Section 9.1. The legal fees and disbursements incurred by August Affiliates to resolve the Xxxxxxx/ISOA issue shall be equally apportioned between August and ASTIHL.

  • Such indemnification, up to the Maximum Indemnified Amount, shall include the payment of all costs associated with defending such claims or causes of action, whether such claims or causes of action are meritorious, including reasonable attorney’s fees and any settlement by or judgment against the Sued Party arising out of or resulting from any such claim or cause of action.

  • Notwithstanding anything to the contrary in this Agreement, except as set forth in Section 9.8(f) below, ASTIHL shall not have any liability to any August Affiliate for Indemnifiable Losses after ASTIHL in the aggregate has paid to August Affiliates the Maximum Indemnified Amount (defined below) in cash or August Common Stock as indemnity pursuant to claims made under Section 9.1 for Indemnifiable Losses incurred by August Affiliates.

  • Notwithstanding anything to the contrary in this Agreement, ASTIHL shall not have any liability to any August Affiliate for Indemnifiable Losses after ASTIHL in the aggregate has paid to August Affiliates the Maximum Indemnified Amount (defined below) in cash or August Common Stock as indemnity pursuant to claims made under Section 9.1 for Indemnifiable Losses incurred by August Affiliates.

  • With respect to Title Claims for the breach by a Seller of its representations and warranties contained in Section 4.1 or 4.2, such Seller's obligation to indemnify Buyer Indemnified Parties shall be several and shall be limited to such Seller's Indemnification Percentage of the Maximum Indemnified Amount and any such indemnification obligation may be satisfied from the Escrow Amount only to the extent of such Seller's Escrow Percentage Interest.

  • He is also a director onthe Board of various companies and their Committees.Mr. J.


More Definitions of Maximum Indemnified Amount

Maximum Indemnified Amount means, with respect to any Shareholder, an amount equal to $20,000,000 multiplied by the percentage set forth opposite such Shareholder's name on Exhibit A hereto under the caption "Pro Rata Indemnification Basis." Notwithstanding the foregoing, the Maximum Indemnified Amount shall not apply to Losses with respect to a breach of any of the representations and warranties in Section 3.3, or any of the representations and warranties contained in Section 3.4 regarding title to and encumbrances against the Company's assets, or to any Losses that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(c) hereof, or to any Losses that arise out of or in connection with the failure of the Company to be qualified as a foreign corporation or otherwise authorized to do business, at any time prior to the Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia.
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Maximum Indemnified Amount has the meaning set forth in Section 10.3(b)(i).
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Related to Maximum Indemnified Amount

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnified Amounts The meaning specified in Section 10.1(a).

  • Servicer Indemnified Amounts has the meaning set forth in Section 13.02(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Indemnified Items shall have the meaning assigned to such term in Section 2(b).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Holder Indemnified Party is defined in Section 4.1.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.