Maximum Indemnity Cap definition

Maximum Indemnity Cap is defined in Section 14.1.2.
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Maximum Indemnity Cap has the meaning set forth in Section 14.1(b).
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Examples of Maximum Indemnity Cap in a sentence

  • Further, Purchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.2.1(b) will not exceed the Maximum Indemnity Cap; provided, however, that the foregoing limitations will not apply to [***].

  • For purposes of this provision, that portion of any Loss arising under the Agreement or any Ancillary Agreement constituting lost profits damages will be subject to the Maximum Indemnity Cap, as provided herein, even in cases where other portions of such Loss will not be subject to the Maximum Indemnity Cap.

  • Lost profits will be recoverable under this Agreement and the Ancillary Agreements from Genzyme only to the extent the total of (x) [**] plus (y) [**], do not exceed the Maximum Indemnity Cap.

  • The Indemnitee will not consent to the entry of any judgment or enter into any compromise or settlement that does not exceed the Maximum Indemnity Cap with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

  • In addition, EXACT’s aggregate liability in respect of claims for indemnification pursuant to Section 14.1(a)(ii) with respect to breaches or violations of any covenant or agreement set forth in Section 8.2 or 8.3 will not exceed the Maximum Indemnity Cap.

  • Lost profits will be recoverable under this Agreement and the Ancillary Agreements from Bayer only to the extent the total of (x) [**] plus (y) [**], do not exceed the Maximum Indemnity Cap.

  • Further, Purchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Purchaser hereunder pursuant to Section 14.2.1(b) will not exceed the Maximum Indemnity Cap; provided, however, that the foregoing limitations will not apply to [***].

Related to Maximum Indemnity Cap

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

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.

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

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Maximum Limit means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and

  • Maximum Permissible Amount The lesser of (i) $30,000 (or, if greater, one-fourth of the defined benefit dollar limitation under Code Section 415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the Limitation Year. If there is a short Limitation Year because of a change in Limitation Year, the Advisory Committee will multiply the $30,000 (or adjusted) limitation by the following fraction: Number of months in the short Limitation Year --------------------------------------------- 12

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

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

  • Aggregate Limit shall have the meaning assigned to such term in Section 1.1 hereof.

  • Expense Limit means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.

  • Maximum Undrawn Amount means with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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

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

  • Cap Amount shall have the meaning set forth in Section 2.3.10.

  • Maximum Daily Limit means the maximum allowable "Daily Concentration" (defined above) when expressed as a concentration (e.g. mg/l), otherwise, it means the maximum allowable "Daily Quantity" as defined above, unless it is expressed as a flow quantity. If expressed as a flow quantity it means "Maximum Daily Flow" as defined in Section 22a-430-3(a) of the RCSA.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Upper Limit means a specified maximum amount of costs which may be claimed under a Unit of Work, but which may be extended on application. An Upper Limit operates in the same way as a Costs Limitation;

  • Retained limit means the greater of:

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Daily Maximum Limit means the maximum allowable discharge of a pollutant during a calendar day. Expressed as units of mass, the daily discharge is cumulative mass discharged over the course of the day. Expressed as a concentration, it is the arithmetic average of all measurements taken that day.