Special Indemnity Cap definition

Special Indemnity Cap is defined in Section 10 1.2(c).
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Special Indemnity Cap shall have the meaning set forth in Section 9.13(a).
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Special Indemnity Cap has the meaning specified in Section 8.06(b).
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Examples of Special Indemnity Cap in a sentence

  • If we could start by having you state your names, your majors, and when you plan to transfer.

  • No Purchaser Indemnified Party may assert any Claim under Section 12.1(a)(ii) or Section 12.1(a)(v) against the Sellers to the extent the aggregate amount of all Losses relating to all Claims made under Section 12.1(a)(ii) and Section 12.1(a)(v) is greater than the Special Indemnity Cap (for the avoidance of doubt, in no event shall the aggregate recovery of Losses by Purchaser Indemnified Parties pursuant to Section 12.1(a)(ii) and Section 12.1(a)(v) exceed the Special Indemnity Cap).

  • Subject to the limitations set forth in Section 9.5(d), in no event shall Seller’s liability for Indemnifiable Damages pursuant to Section 9.3(a) exceed, in the aggregate, the Indemnity Escrow Amount (the “Cap”), except as set forth in Section 9.5(c); provided, that Seller’s liability for Indemnifiable Damages pursuant to Section 9.3(a)(viii) shall not exceed, in the aggregate, the Special Indemnity Cap.

  • Notwithstanding anything herein to the contrary, any Losses for which the Seller is obligated to indemnify the Purchaser Indemnified Parties under Section 9.3 and which are subject to the General Representation Cap, the Privacy Representations Cap or the Special Indemnity Cap, shall also be subject to the Fundamental and Tax Cap.


More Definitions of Special Indemnity Cap

Special Indemnity Cap shall have the meaning set forth on Schedule 9.3(a)(viii).
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Special Indemnity Cap means an amount equal to (x) nineteen million five hundred thousand dollars ($19,500,000) minus (y) the aggregate amount of all recoveries for Losses by the Purchaser Indemnified Parties (i) hereunder, (ii) from the Predecessor Entity under the CW Agreement and (iii) under the R&W Insurance Policy, in each case, if any, with respect to the matters set forth Section 11.01(i) (other than with respect to any of the Company Fundamental Representations), Section 11.01(ii) and Section 11.01(iii).
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Special Indemnity Cap means $1,500,000.
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Special Indemnity Cap means 50% of the Base Purchase Price plus 75% of the Earnout Amount.
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Special Indemnity Cap means Five Million Dollars ($5,000,000).
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Special Indemnity Cap shall have the meaning set forth in Section 8.2(c)(ii).
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Related to Special Indemnity Cap

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Borrower Principal in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

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