Buyer Deductible definition

Buyer Deductible has the meaning set forth in Section 10.3(b)(ii).
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Buyer Deductible means $1,000,000.
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Buyer Deductible as defined in Section 7.2(a).
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Examples of Buyer Deductible in a sentence

  • Each of the parties hereof agree and acknowledge that the Seller Deductible, the Buyer Deductible, the limitation on liabilities set forth in Section 9.01(b) hereof and the maximum amount subject to set-off set forth in Section 9.08 hereof shall be applied against Damages arising under this Agreement and each of the Related Purchase Agreements.

  • Buyer shall not have any responsibility under this §6, until the Seller shall have suffered Losses for which recovery is possible under this §6 in excess of a Twenty Five Thousand and No/100 Dollars ($25,000.00) as an aggregate deductible (the “Buyer Deductible”), and then Buyer will be only obligated to indemnify the Seller only from and against those Losses in excess of such Buyer Deductible.

  • Buyer or an Affiliate (including, after the Closing, a Transferred Entity) will have the obligation to pay such employee 100% of all such Buyer Deductible Dividend Equivalent Amounts net of any applicable tax withholding.

  • In advance to the extent practicable and in no event later than the date on which a payment of a Buyer Deductible Cash Deferred Compensation Award for which Seller retains liability under this Section 9.06 first becomes due to an employee, Seller shall transfer to Buyer an amount of cash equal to the full value of the Buyer Deductible Cash Deferred Compensation Award or portion thereof actually paid.

  • Buyer shall be responsible for all tax withholding and reporting obligations that arise in connection with any payments under any Buyer Deductible Cash Deferred Compensation Award.

  • Buyer Deductible means the amount of Insured Debt as set forth in the Special Terms which you must retain for your own account for an individual Buyer loss.

  • In determining our respective pro-rata interests, amounts retained by you through any Buyer Deductible and/or Insured Percentage will be included in the calculation, but amounts retained by you through the Aggregate Deductible will be excluded from the calculation.

  • The Insured must retain for its own account, without recourse to any other party, the amount of the per Buyer Deductible and the amount of any payment or indebtedness owing to the Insured by any Buyer that exceeds the applicable Buyer Limit.

  • Excluding any right to indemnification for Losses claimed under Section 9(a)(ii) for a breach by a Seller of Section 4(d), no Buyer shall be entitled to indemnification for Losses claimed under Section 9(a)(ii) unless and until the aggregate amount of such Losses of each such Buyer in respect of such Claims exceeds 1% of such Buyer’s investment amount (the “Seller Deductible”), and, in such case, such Seller’s liability shall only be for the amount of such Buyer’s losses in excess of the Buyer Deductible.

  • Fifth, knowledge transfers at the experiments and the Live-Lab are realized under the same environmental conditions.


More Definitions of Buyer Deductible

Buyer Deductible is defined in Section 10.2(b) of this Agreement.
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Buyer Deductible means (i) until the first anniversary of the Closing Date, an amount equal to $1,687,500 (the “Initial Buyer Deductible”); and (ii) following the first anniversary of the Closing Date, the lesser of (A) fifty percent (50%) of the then remaining retention amount under the RWI Policy; and (B) $1,125,000.
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Buyer Deductible means $2,000,000.
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Buyer Deductible means *****
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Buyer Deductible means an amount equal to $3,000,000.
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Related to Buyer Deductible

  • Deductible has the meaning set forth in Section 11.1(e).

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Indemnity Escrow Amount means $3,000,000.

  • High Deductible Health Plan means a Health Plan as defined by 26 USC § 223(c)(2)(A) that also is a Qualified Health Plan.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Transaction Deductions means all Tax deductions available to any Group Company, to the extent permitted by applicable Law, as a result of or in connection with the repayment of Indebtedness, the payment of Group Company Transaction Expenses and payments of amounts that would have been Group Company Transaction Expenses but for the fact that they were paid prior to the Closing, and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement, in each case that are economically borne by Seller.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Bankruptcy Loss Coverage Amount As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee to the effect that any such reduction will not result in a downgrading, qualification or withdrawal of the then current ratings assigned to the Classes of Certificates rated by it.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Fraud Loss Coverage Amount As of the Closing Date, $2,500,000, subject to reduction from time to time, by the amount of Fraud Losses allocated to the Certificates. In addition, on each anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will be reduced as follows: (a) on the first, second, third and fourth anniversaries of the Cut-off Date, to an amount equal to the lesser of (i) 1.00% of the then current Stated Principal Balance of the Mortgage Loans in the case of the first and second anniversaries and 0.50% of the then-current Stated Principal Balance of the Mortgage Loans in the case of the third and fourth such anniversaries and (ii) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date over the cumulative amount of Fraud Losses allocated to the Certificates since such preceding anniversary; and (b) on the fifth anniversary of the Cut-off Date, to zero.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Casualty Loss means, with respect to any item of Equipment, the loss, theft, damage beyond repair or governmental condemnation or seizure of such item of Equipment.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.