Basket Amount Sample Clauses
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Basket Amount. (i) Notwithstanding any provision of this Agreement to the contrary, except as set forth in clause (ii) of this Section 7.4(b), an Indemnified Party may not recover any Losses under clause (i) of Section 7.2(a) hereof unless and until one or more Officer’s Certificates identifying such Losses under clause (i) of Section 7.2(a) in excess of $500,000 in the aggregate (the “Basket Amount”) has or have been delivered to the Escrow Agent and the Stockholder Representative as provided in Section 7.4(g) hereof, in which case Parent shall be entitled to recover all Losses so identified.
(ii) Parent shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to all Losses (a) incurred pursuant to clauses (ii) through (x) of Section 7.2(a) hereof, (b) incurred as a result of any breach or inaccuracy of the representations or warranties set forth in Section 2.2 (under the heading “Company Capital Structure”), Section 2.4 (under the heading “Authority”), or Section 2.15 hereof (under the heading “Intellectual Property”) and (c) that are Agreed Upon-Losses (as defined in Section 7.4(i)(v) hereof).
(iii) For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated (and the method of computation of each such item of Loss, if applicable), the date each such item was paid, sustained, incurred, or properly accrued (in accordance with GAAP), or the basis for such reasonably anticipated Loss(es), and (3) the basis for indemnification under Section 7.2 to which such item of Loss is related (including, if applicable, the specific nature of the misrepresentation, breach of warranty or covenant to which such item is related).
Basket Amount. (i) The indemnification provided for in Section 6.1 shall not apply until Buyer's claims for Damages exceed $25,000 in the aggregate, whereupon claim may be made for all amounts in excess of $25,000.
(ii) The indemnification provided for in Section 6.2 shall not apply until Seller's and the Shareholders' collective claims for indemnification exceed $25,000 in the aggregate, whereupon claim may be made for all amounts in excess of $25,000.
Basket Amount. Notwithstanding anything contained in this Agreement to the contrary, the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to Section 9.1(a), above, unless and until the aggregate Losses from all claims with respect thereto exceed, in the aggregate, Three Hundred Ten Thousand Dollars ($310,000) (the “Basket Amount”), and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the Basket Amount is to serve as a “deductible” for indemnification.
Basket Amount. 15.5.1 Except as provided in Section 15.7, the Kensington Entities shall have no obligation to indemnify the Karrington Entities under this Article unless and until the Karrington Entities have suffered Adverse Consequences giving rise to a right of indemnification under this Article of at least Fifteen Thousand Dollars ($15,000.00) in the aggregate (the "Basket Amount"), and then only as to the amount by which aggregate claims by the Karrington Entities exceed the Basket Amount.
15.5.2 Except as provided in Section 15.7, the Karrington Entities shall have no obligation to indemnify the Kensington Entities under this Article unless and until the Kensington Entities have suffered Adverse Consequences giving rise to a right of indemnification under this Article in the aggregate of at least the Basket Amount; and then only as to the amount by which aggregate claims by the Kensington Entities exceed the Basket Amount.
Basket Amount. Notwithstanding anything in subsections 5.3 and 5.4 to the contrary, Purchaser shall not be entitled to any indemnification under such subsections if the aggregate amount of all claims thereunder is less than $10,000 (the "Exception Amount"), but if the aggregate amount of all claims equals or exceeds the Exception Amount, then Purchaser shall be entitled to full indemnification of all claims and there shall be no Exception Amount. The parties hereto do not intend that the Exception Amount be deemed to be a definition of what is "material" for any purpose in this Agreement.
Basket Amount. (i) Notwithstanding any provision of this Agreement to the contrary, except as set forth in clause (ii) of this Section 7.4(b), an Indemnified Party may not recover any Losses under Section 7.2(a) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 7.2(a) hereof in excess of $300,000 in the aggregate (the “Basket Amount”) has or have been delivered to the Escrow Agent or the Shareholder Representative as provided in Section 7.4(e)(iii) hereof, in which case Parent shall be entitled to recover all Losses so identified.
(ii) Parent shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to all Losses (a) incurred pursuant to any intentional breach of a representation or warranty of the Company contained in this Agreement or any certificates or other instruments delivered by or on behalf of the Company pursuant to this Agreement (provided that, in the event of such breach, for purposes of determining the amount of any Loss no effect will be given to any qualification as to “materiality,” a “Company Material Adverse Effect” or “Knowledge” contained therein), (b) incurred pursuant to clauses (ii) through (xi) of Section 7.2(a) hereof, (c) relating to the Specified Representations, or (d) resulting from the failure of any Shareholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(j) hereof.
Basket Amount. No Indemnifying Party shall be liable to any Indemnitee for indemnification of any amounts pursuant to this Section 11 unless the aggregate amount of all indemnifiable losses exceeds Ten Thousand Dollars ($10,000) (the "Basket") and only to the extent such losses exceed the Basket.
Basket Amount. No indemnification shall be paid by any Party ("Indemnifying Party") to the other Party ("Indemnified Party") pursuant to Subsections 7(b) and 7(c) unless the aggregate Adverse Consequences incurred by the Indemnified Party exceeds Fifteen Thousand Dollars ($15,000) (the "Basket"), and then the Indemnifying Party's indemnification will apply to the excess over the Basket up to any and all indemnification limits provided in this Agreement.
Basket Amount. Except as set forth in Section 8.4(c), a Purchaser Indemnified Party may not recover any Losses incurred pursuant to Section 8.2(a) unless and until the aggregate amount of such Losses subject to such indemnification under Section 8.2(a) collectively exceed €200,000 (the “Basket Amount”), whereupon such indemnification will be made by the Shareholders with respect to the aggregate amount of such Losses and not just amounts in excess of the Basket Amount.
Basket Amount. Notwithstanding anything in this Article 9 to the ------------- contrary, FATA shall not be entitled to any indemnification under such subsections if the aggregate amount of all claims thereunder is less than two hundred thousand U.S. dollars ($200,000) (the "Exception Amount"), but if the aggregate amount of all claims equals or exceeds the Exception Amount, then FATA shall be entitled to full indemnification of all claims and there shall be no Exception Amount. The parties hereto do not intend that the Exception Amount be deemed to be a definition of what is "material" for any purpose in this Agreement.