Defect Basket definition
Examples of Defect Basket in a sentence
Additionally, Representative 10 Plaintiffs agree not to disclose or publicize the Settlement, the fact of the Settlement, its terms or 11 contents, and the negotiations underlying the Settlement, in any manner or form, directly or 12 indirectly, to any person or entity, except the Court and the Plaintiff Classes, and as shall be 13 contractually required to effectuate the terms of the Settlement as set forth in this Settlement 14 Agreement.
If the Total Defect Value is less than the Defect Basket, the Matrix Common Shareholders shall be entitled to be paid any amounts remaining in the Holdback placed therein pursuant to Section 7.13(e).
For the purpose of clarity, each Defect Basket shall be a threshold and not a deductible and there may be adjustments for Environment Defects and not Title Defects and vice versa.
If the Total Defect Value (as finally adjusted) exceeds the Defect Basket, Denbury shall be entitled to be paid the excess of the Total Defect Value over the Defect Basket from the Holdback, or to be paid by the Matrix Common Shareholders if the Holdback is insufficient to pay such amount.
In the alternative, (i) Seller may elect to reduce the Purchase Price by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to application of the seventy-five thousand dollars ($75,000.00) deductible and the Aggregate Defect Basket described in Section 7.4, or (ii) Seller and Buyer can enter into a mutually agreeable indemnity for such Title Defect.
No Seller Indemnifying Party shall have any liability under Sections 11.2(b), (c) and (d) for Losses arising out of Manufacturer’s Defect Claims unless the aggregate amount of such Losses exceeds $50,000.00 (the “Defect Basket”), in which case the Seller Indemnifying Parties shall be required to pay for such Losses arising out of Manufacturer’s Defect Claims in excess of the Defect Basket, provided that such Losses actually do arise out of defects in manufacturing by a Seller.
If the aggregate of the Defect Values attributable to all Environmental Defects and Title Defects determined pursuant to Articles 7 and 8 and the provisions of Section 9.3 below, shall exceed twenty percent (20%) of the Purchase Price after the application of the Aggregate Defect Basket set forth in Section 7.4, then either Buyer or Seller may, at its sole option, terminate this Agreement without any further obligation by giving written notice of termination to the other Party at any time prior to Closing.