Parent Basket definition
Examples of Parent Basket in a sentence
For purposes of determining the amount of Damages arising from any Parent Basket Breach (but not for purposes of determining whether any such Parent Basket Breach has occurred), the representations and warranties shall be read without giving effect to any limitations or qualifications as to "materiality" (including the words "material" or "materially") or "Material Adverse Effect" set forth therein.
The limitations on indemnification set forth in this Section 8.2.2 shall not be applicable to (x) any Parent Basket Exception Breach (and the LMC Indemnitees will be entitled to indemnification with respect to any Parent Basket Exception Breach without regard to any Parent Basket Amount or any Maximum Amount) and (y) any claim based upon fraud or knowing misrepresentation.
The Parent shall not be liable under Section 6.1(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 6.1(a) exceed $500,000 (the “Parent Basket”) (at which point the Parent shall become liable for the aggregate Damages under Section 6.1(a), and not just amounts in excess of the Parent Basket).
In the event the aggregate Adverse Consequences under Section 7.2 exceed the Parent Basket, then each Stockholder, severally in accordance with such Stockholders’ portion of the Merger Consideration, shall indemnify, defend, and save harmless the Parent Indemnified Parties for all Adverse Consequences exceeding the Parent Basket up to the amount of the Cap (if applicable).
The Principal Shareholder shall thereafter be liable for all Parent Losses, whether or not in excess of the Parent Basket; provided, however, that the Parent Indemnitees shall not be entitled to aggregate indemnification under Section 11.02(a)(i) in excess of US$2,500,000.
None of the Parent Basket, the Parent De Minimis or the Parent Cap shall apply to Damages incurred as a result of a breach of any of the Title Reps.
At such time as Officer's Certificates with respect to such incurred Parent Losses which meet the foregoing threshold have been delivered, the Parent Indemnified Persons shall be entitled to indemnification for all Parent Losses, including the Parent Basket Amount.
Sub S shall not be obligated to pay any amounts for Losses suffered for breaches or inaccuracies in any representations and warranties under clause (a) of Section 10.2 hereof in respect of any Losses until the aggregate of such amounts exceeds $5,000,000 (the "PARENT BASKET AMOUNT"), whereupon Parent, Holdco and Merger Sub S shall be obligated to pay in full all such amounts for such indemnification including the Parent Basket Amount.
For purposes of calculating the amount of Parent Losses incurred in respect of the Parent Basket, any materiality or Material Adverse Effect qualifications in the representations and warranties shall be ignored.
Notwithstanding the foregoing, the Parent Basket and Cap do not apply to (i) adjustments relating to Working Capital, which adjustments, if any, are provided solely out of the Working Capital Escrow Amount or (ii) Adverse Consequences relating to any Parent Limitation Exception.