Seller Indemnity Cap definition

Seller Indemnity Cap shall have the meaning given to it in Section 9.7.1.
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Seller Indemnity Cap has the meaning ascribed to it in Section 12.2(a). “Seller Indemnity Deductible” has the meaning ascribed to it in Section 12.2(a).
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Seller Indemnity Cap means $15,000,000.
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Examples of Seller Indemnity Cap in a sentence

  • Subject to the Seller Indemnity Cap (as hereinafter defined in Section 5.7) in any event, it is expressly understood that amounts payable to Seller under the Note shall be used to offset and satisfy claims made under Section 5 against Seller by Purchaser or any other Purchaser Indemnitee (as hereinafter defined in Section 5.2) for indemnification up to the Offset Maximum Amount (as hereinafter defined in Section 5.5).

  • 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).

  • This Agreement shall have a term of three (3) years commencing on July 1, 2024, to June 30, 2027.

  • On and after the fifth (5th) anniversary of the Closing Date, Buyer shall indemnify the Seller Indemnitees for all Adverse Consequences with respect to the Environmental Liabilities for which a claim for indemnification was not made by the Buyer Indemnitees on or prior to the fifth (5th) anniversary of the Closing Date or for which a claim for indemnification that was made exceeds the Seller Indemnity Cap.

  • The indemnity with respect to any such claim shall survive until the resolution of such claim (regardless of when the Adverse Consequences in respect thereof may actually be incurred), but shall be subject to the Seller Indemnity Cap.


More Definitions of Seller Indemnity Cap

Seller Indemnity Cap means Seven Million Twenty-Five Thousand Eighty Dollars ($7,025,080).
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Seller Indemnity Cap shall have the meaning set forth in Section 7.2(b)(iii).
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Seller Indemnity Cap means in the aggregate Forty-Four Million Dollars ($44,000,000).
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Seller Indemnity Cap has the meaning set forth in Section 13.03(c);
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Seller Indemnity Cap means (i) with respect to all claims under this Article XIII (other than claims for Indemnified Liabilities arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33, the Reorganization Liabilities, the Excluded Liabilities Assertion and the Withholding Tax Liabilities), an amount equal to US$400,000,000; and (ii) with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33, an amount equal to the market value of the Consideration Shares issued to and received by the Seller on the date immediately before the date on which the Seller receives written notice of the relevant claim (calculated by multiplying the number of the Consideration Shares issued to and received by the Seller by the per-share twenty-day volume weighted average trading price on the NYSE on the trading day immediately before the date on which the Seller receives written notice of the relevant claim, accounting for the then current ADS-to-share ratio (the “Market Value”)), provided that, if the Market Value is less than US$400,000,000, the Seller Indemnity Cap with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33 shall be US$400,000,000; provided further that if the Market Value exceeds US$700,000,000, the Seller Indemnity Cap with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33 shall be US$700,000,000;
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Seller Indemnity Cap means [BEGIN TRADE SECRET
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Seller Indemnity Cap means One Million Seven Hundred Fifty Thousand U.S. Dollars ($1,750,000).
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