Seller Indemnification Cap definition

Seller Indemnification Cap has the meaning set forth in Section 9.2.

Seller Indemnification Cap shall have the meaning assigned to such term in Section 8.2.

Seller Indemnification Cap has the meaning assigned thereto in Section 6.3 of this Agreement.

Examples of Seller Indemnification Cap in a sentence

• In addition, the indemnification provided herein shall not constitute a claim against the Seller (provided, however, that, as set forth in this paragraph, the Indemnified Parties shall be entitled to receive indemnification from the Seller in an amount not to exceed the Seller Indemnification Cap).

• The indemnification obligations of the Seller under this Section 10.3 shall not be subject to the Seller Indemnification Cap, the Seller Indemnification Basket, or the Seller Indemnification Threshold, and the indemnification obligations of the Buyer under this Section 10.3 shall not be subject to the Buyer Indemnification Cap, the Buyer Indemnification Basket, or the Buyer Indemnification Threshold.

• Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller Indemnification Cap apply to any Indemnifiable Loss suffered by any Acquiror Indemnified Person pursuant to Sections 10.1(b), (c), (d) or (e), for which purposes the Seller Indemnification Cap shall be deemed to be the Merger consideration actually received by the Sellers.

• The obligations of the Seller under this Section 12.1 shall not be subject to the Seller Indemnification Cap, the Seller Indemnification Basket or the Seller Indemnification Threshold.

• Notwithstanding the foregoing, the Seller Indemnification Cap shall not apply to Damages arising as a result of (A) any intentional misrepresentation or fraud by Purchaser or Parent, (B) any amounts due to Seller pursuant to the Purchaser Note #1, (C) any amounts due to Seller pursuant to the Purchaser Note #2, (D) any amounts due to Seller pursuant to Section 3.2 hereof, or (E) any claim under Section 8.1(b)(iii) or 8.1(b)(iv).

More Definitions of Seller Indemnification Cap

Seller Indemnification Cap has the meaning set forth in Section 6.5(a)(ii).

Seller Indemnification Cap shall have the meaning ascribed thereto in Section 9.2(c) hereof.

Seller Indemnification Cap means the amount of money equal to the sum of: (a) the Base U.S. Cash Transaction Consideration; (b) the Cash Europe Transaction Consideration; (c) the U.S. Notes Transaction Consideration; and (d) the U.S. Stock Transaction Consideration.

Seller Indemnification Cap is defined in Section 9.3.

Seller Indemnification Cap shall have the meaning set forth in Section 9.2.

Seller Indemnification Cap means the sum of Purchase Price and Permitted Liabilities.

Seller Indemnification Cap means, with respect to a Seller, an amount equal to the portion of the Seller Closing Transaction Consideration actually received by such Seller.