Seller Basket definition
Examples of Seller Basket in a sentence
Notwithstanding anything herein to the contrary, neither the Seller Basket nor the Liability Cap will apply (i) in the case of fraud, intentional misrepresentation or willful misconduct, (ii) with respect to Seller’s indemnification obligations pursuant to any other provision of Section 7.2 other than Section 7.2(a), (iii) with respect to any breach of or inaccuracy in the representations set forth in Section 4.12 or (iv) with respect to any breach of or inaccuracy in any Fundamental Representation.
For the avoidance of doubt, neither the Seller Basket nor the Seller Cap shall apply to Damages for which Purchaser Indemnitees are entitled to indemnification under clause (ii) of this Section 6.2, under Section 4.4 or under Article VII.
Subject to Section 5.4(b), with respect to indemnification for any Losses pursuant to Section 5.2(a), Seller shall not have any liability under Section 5.2(a) unless the aggregate amount of Losses to all Buyer Indemnified Parties exceeds the Seller Basket (as defined herein) and then Seller shall be required to pay or be liable for all such Losses from the first dollar, and no amounts of indemnity shall be payable by Seller which exceed the Seller Indemnity Cap (as defined herein).
With respect to (i) any Breach of a Seller Basket Exception, (ii) any Breach of any covenant of JJMA and/or the Equity Participants contained herein or (iii) any ESOP Related Claim, the SAR/Option Holders shall be required to indemnify the Buyer Indemnitees for all Adverse Consequences from the first dollar and regardless of claim amount.
The Sellers shall be obligated to pay all Buyer Losses based on the Seller Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all Buyer Losses shall have exceeded, in the aggregate, the Basket Amount.