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 8.4(b), an Indemnified Party may not recover any Losses under Section 8.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 8.2(a)(i) hereof in excess of $250,000 in the aggregate (the “Basket Amount”) (it being understood if a common or related set of occurrences, events or sets of facts results in Losses, such Losses shall be aggregated for purposes of determining if the Basket Amount has been satisfied) has or have been delivered to the Escrow Agent or Stockholder as provided in Section 8.4(c) hereof and such Losses are found to be valid and payable (if not for the terms of this Section 8.4(b) pursuant to the terms of Section 8.4, in which case Parent shall be entitled to recover all Losses in excess of the Basket Amount so identified in Officer’s Certificates and found to be payable pursuant to the terms of this Section 8.4 in excess of the Basket Amount.
(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 for purposes of determining any such breach or inaccuracy and the amount of any Loss no effect will be given to any qualification as to “materiality,” a “Material Adverse Effect,” a “material adverse effect” or “Knowledge” contained therein), or (b) incurred pursuant to a breach of any Company Fundamental Representations or Stockholder Fundamental Representations or any Losses arising from intentional misrepresentation, fraud, criminal activity or willful misconduct.
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. No Indemnifying Party shall be liable to any Indemnitee for indemnification of any amounts pursuant to this Section 10 other than pursuant to Section 10.2(e) unless the aggregate amount of all indemnifiable losses exceeds $50,000 (the "Basket") and only to the extent such losses exceed the Basket.
Basket Amount. (i) Other than for Losses resulting from claims brought on the basis of willful fraud or intentional misrepresentation, none of the Buyer Indemnified Parties shall be entitled to indemnification for any Losses under Section 9.2(a)(i) unless and until the aggregate amount of such Losses suffered, sustained or incurred by all of the Buyer Indemnified Parties, collectively, under Section 9.2(a)(i) that would otherwise be indemnifiable exceeds $250,000 (the “Basket Amount”), in which case the obligations to provide indemnification to the applicable Buyer Indemnified Party shall be for the amount of all such Losses from the first dollar; provided, that such limitation shall not apply to Losses resulting from breaches of Company Fundamental Representations.
(ii) Other than for Losses resulting from claims brought on the basis of willful fraud or intentional misrepresentation, none of the Seller Indemnified Parties shall be entitled to indemnification for any Losses under Section 9.2(b)(i) unless and until the aggregate amount of such Losses suffered, sustained or incurred by all of the Seller Indemnified Parties, collectively, under Section 9.2(b)(i) that would otherwise be indemnifiable exceeds the Basket Amount, in which case the obligations to provide indemnification to the applicable Seller Indemnified Party shall be for the amount of all such Losses from the first dollar; provided, that such limitation shall not apply to Losses resulting from breaches of Buyer Fundamental Representations.
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. The term “Basket Amount” shall have the meaning set forth in Section 9.1(f).
Basket Amount. Notwithstanding anything in Sections 6.5(a) ------------- and (b) to the contrary, neither the Company nor the Selling Shareholders shall be entitled to any indemnification under such sections if the aggregate amount of all damages thereunder is less than $50,000 (the "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.