Seller Basket Exclusions definition

Seller Basket Exclusions has the meaning set forth in Section 8.04(b).
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Seller Basket Exclusions has the meaning set forth in Section 8.3(a). “Sellers” has the meaning set forth in the preamble.
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Seller Basket Exclusions has the meaning set forth in Section 10.4(a) hereof.
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Examples of Seller Basket Exclusions in a sentence

  • 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.

  • The maximum obligation of the Sellers to provide indemnification pursuant to this Section 8 shall be limited to $6,000,000 in the aggregate (the "Cap"); provided, however, that the foregoing limitation shall not apply to any Buyer Losses arising from (i) the Seller Basket Exclusions or (ii) arising out of the actual fraud of the Sellers.

  • The Sellers jointly and severally represent and warrant (it being understood that any claim for indemnification under the Stock Purchase Agreement relating to any breach of the following shall be Seller Basket Exclusions) to the Buyer that the Sellers have all necessary power and authority (corporate or otherwise) to execute and deliver this Amendment and to perform their respective obligations hereunder and to consummate the transactions contemplated hereby.

  • The Shareholders 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.

  • The maximum aggregate liability of Seller for indemnification under 6.2 with respect to Buyer Basket Exclusions, and the maximum liability of Buyer for indemnification under Section 6.3 with respect to the Seller Basket Exclusions, shall not exceed $750,000.

  • The maximum obligation of the Shareholders to provide indemnification pursuant to this Section 10 shall be limited to $6,000,000 (the "Cap") in the aggregate; provided, however, that the foregoing limitation shall not apply to any Buyer Losses arising from (i) the Seller Basket Exclusions or (ii) the actual fraud of the Shareholders.


More Definitions of Seller Basket Exclusions

Seller Basket Exclusions shall have the meaning specified in Section 11.3(a).
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Seller Basket Exclusions has the meaning set forth in Section 8.04(b). “Seller Indemnitees” has the meaning set forth in Section 8.03. “Straddle Period” has the meaning set forth in Section 6.04.
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Seller Basket Exclusions has the meaning given to such term in Section 11.3(a).
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Seller Basket Exclusions has the meaning set forth in Section 8.04(b). “Seller Closing Certificate” has the meaning set forth in Section 7.02(h). “Seller Indemnitees” has the meaning set forth in Section 8.03. “Seller Parent” has the meaning set forth in the preamble. “Seller Parent’s Notice” has the meaning set forth in Section 6.03(c). “Subsidiary” means, with respect to any Person, (a) any corporation, limited liability company or other similar organization as to which more than 50% of the outstanding capital stock or other securities having voting rights or power is owned or controlled, directly or indirectly, by such Person and/or by one or more of such Person’s direct or indirect subsidiaries and (b) any partnership, joint venture or other similar relationship between such Persons and any other Person. “Superior Proposal” means an unsolicited, bona fide written offer made by a third party to consummate an Acquisition Proposal on terms that the board of directors of the Seller Parent determines, in its reasonable judgment, to be more favorable to Seller Parent and its stockholders than the terms of the transactions contemplated under this Agreement (after taking into account all relevant factors, including all conditions to the offer, the timing of the transaction contemplated by the offer, the risk of non-consummation thereof and the need for any required governmental or other consents, filings or approvals). “Superior Proposal Period” has the meaning set forth in Section 6.03(c). “Tangible Personal Property” has the meaning set forth in Section 2.01(d). “Tax Clearance Certificate” has the meaning set forth in Section 6.14. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties and including any Liability to indemnify or otherwise assume or succeed to the Liability of any other Person with respect to any Tax. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other doc...
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Related to Seller Basket Exclusions

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

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

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

  • Materiality Threshold means limits for related party transactions beyond which the shareholders' approval will be required as specified in Companies Act, 2013 and rules thereof and amendments thereto.

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Basket Amount has the meaning set forth in Section 10.5(b).

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

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Basket Component means each of the SPDR S&P 500 ETF Trust, iShares Russell 2000 Index Fund, iShares MSCI EAFE Index Fund, and iShares MSCI Emerging Markets Index Fund.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Preexisting condition exclusion means, with respect to coverage, a limitation or exclusion of

  • Exclusions means that certain things are deliberately not covered in a particular policy type

  • Permanent exclusion means the student is banned forever from attending a public school in the State of Ohio. (See Policy 5610.01)

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

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

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

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Average Active Subscriber Base means the number arrived by averaging the active subscriber base count in the manner specified in the Schedule VII of the Regulation.

  • 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.

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.