Examples of Seller Basket Amount in a sentence
Any qualification in the representations and warranties of the Seller and Stockholder as to "material", "materially" and "materiality" shall be disregarded in determining Seller Indemnifiable Amounts after the Seller Basket Amount has been exceeded.
For the avoidance of doubt, any indemnification under this Section 7.2 shall not be subject to either the Seller Basket Amount or the Basic Seller Indemnity Cap.
If the total amount of all Damages exceeds the Seller Basket Amount, then the Purchaser-Indemnitees shall be entitled to Indemnification for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Seller Basket Amount.
In addition, none of the Seller Parties shall be obligated to indemnify either Buyer with respect to any Losses resulting from the matters set forth in Section 3(a)(ii) unless and until the aggregate amount of Losses for which claims may be made under Section 3(a)(ii) exceeds fifty thousand dollars ($50,000) (the “Seller Basket Amount”); provided, that thereafter the Seller Parties shall indemnify the Buyers for any amounts in excess of and including the Seller Basket Amount.
Upon the failure of the Seller to punctually pay any Guaranteed Obligations subject to the terms and conditions of Article VII (including the Seller Basket Amount, the Seller Maximum Amount, the survival period and the procedures set forth in Section 7.3), Parent agrees that Buyer and its Affiliates shall be entitled to enforce directly against Parent any of the Guaranteed Obligations.
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