Purchaser Deductible definition

Purchaser Deductible has the meaning set forth in Section 8.3.
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Purchaser Deductible has the meaning given to such term in Section 8.4 of this Agreement.
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Purchaser Deductible shall have the meaning set forth in Section 11.3(b)(i).
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Examples of Purchaser Deductible in a sentence

  • In the event that the Purchaser Deductible Amount has been equaled or exceeded, including for purposes of calculating the Purchaser Deductible Amount, the Seller shall only be entitled to assert individual claims in the amount of One Thousand Dollars ($1,000) or more, it being intended that individual claims in an amount less than One Thousand Dollars ($1,000) shall be disregarded for such purposes.

  • For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductible.

  • For the avoidance of doubt, the indemnity described in this Section 8.4(i) shall not be subject to the Purchaser Per Claim Threshold or the Purchaser Deductible or the Cap (each as defined in Section 11.3(a)).

  • For claims not otherwise subject to indemnification as a result of the Purchaser Deductible Amount, the Seller Indemnified Party shall keep Purchaser reasonably aware of the status of such claims, include amounts expended in respect thereof.

  • Notwithstanding the foregoing, no claim for indemnification pursuant to this Section 9.02(a) as a result of or arising out of any breach or inaccuracy of a Specified Representation (or, for the avoidance of doubt, under Section 11.03) shall be subject to the Purchaser Deductible or the Purchaser Mini-Basket.

  • Notwithstanding the foregoing, the Purchaser Basket, the Purchaser Deductible and the Purchaser Cap shall not apply to any Purchaser Losses arising out of or related to fraud, willful misconduct or a breach of the Surviving Representations, and the Seller and the Partner Parties (as applicable) shall be liable for all Purchaser Losses with respect thereto.

  • Any individual claim that does not involve Damages in excess of $20,000 shall not count toward calculation of the Purchaser Deductible.

  • Seller shall be obligated to pay any amounts for indemnification based upon, arising out of or resulting from any of Purchaser Deductible Exclusions, without regard to the individual or aggregate amounts thereof and without regard to whether all other indemnification payments shall have exceeded, in the aggregate, the Deductible.

  • Notwithstanding anything herein to the contrary, neither the Purchaser Deductible nor the Liability Cap will apply (i) in the case of fraud, intentional misrepresentation or willful misconduct, or (ii) with respect to Purchaser’s indemnification obligations pursuant to any other provision of Section 7.3 other than Section 7.3(a).

  • Notwithstanding the foregoing, the Purchaser Basket, the Purchaser Deductible and the Purchaser Cap shall not apply to any Purchaser Losses arising out of or related to fraud, willful misconduct or a breach of the Surviving Representations, and the Seller and the Shareholder Parties (as applicable) shall be liable for all Purchaser Losses with respect thereto.


More Definitions of Purchaser Deductible

Purchaser Deductible has the meaning given in Section 25.
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Purchaser Deductible. Three Hundred Thousand Dollars ($300,000).
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Purchaser Deductible. One Hundred Twenty-Five Thousand Dollars ($125,000).
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Related to Purchaser Deductible

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

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

  • Deductible has the meaning set forth in Section 11.1(e).

  • Seller Losses has the meaning set forth in Section 10.2(a).

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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

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

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

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

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.

  • Casualty Loss means, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

  • Losses incurred as used herein shall mean ceded losses and loss adjustment expense paid as of the effective date of calculation, plus the ceded reserves for losses and loss adjustment expense outstanding as of the same date, all as respects losses occurring during the contract year under consideration, plus the debit or minus the credit from the preceding contract year.

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