Examples of Buyer Basket in a sentence
If any claim, assertion or proceeding by or in respect of a third party is made against an indemnified party or any event in respect of a third party occurs, and if the indemnified party intends to seek indemnity with respect thereto under this Section 6.2 or to apply any damage or liability arising therefrom to the Seller Basket or Buyer Basket, as applicable, referred to in Section 6.2.4, the indemnified party shall promptly notify the indemnifying party of such claim in writing.
Notwithstanding anything to the contrary set forth herein, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under Section 9.1(iii) for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds $1,000,000 (the "Buyer Basket"), in which event the Buyer Indemnified Parties may claim indemnification only for fifty percent of the Buyer Losses that exceed the Buyer Basket and that arise under or pursuant to Section 9.1(iii).
Subject to Section 5.4(d), with respect to indemnification for any Losses pursuant to Sections 5.3(a), Buyer shall not have any liability under Section 5.3(a) unless the aggregate amount of Losses to all Seller Indemnified Parties exceeds the Buyer Basket (as defined herein) and then Buyer 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 Buyer which exceed the Buyer Indemnity Cap (as defined herein).
No claim for indemnification will be made by Parent and/or Seller under Section 6.2.2(b)(i) with respect to any individual item of liability or damage unless and to the extent that the aggregate of all such claims by Parent and/or Seller shall be in excess of $3.0 million (the “ Buyer Basket”), whereupon Buyer shall be liable for all such claims, damages and liabilities in excess of the Buyer Basket up to a maximum amount equal to $109.2 million.
This will leadto the same improved factors as with the procedures in [BGRS13; GORZ12].