Related to FlatWorld Indemnity Cap

Indemnity Cap has the meaning set forth in Section 9.2(b).
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;
Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.
Indemnity Threshold has the meaning set forth in Section 9.3.
Indemnity Escrow Amount means $3,000,000.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Parent Indemnitees has the meaning set forth in Section 8.02.
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.
Buyer Losses has the meaning set forth in Section 10.1(a).
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.
Tax Losses has the meaning assigned to such term in Section 7.1(a).
Purchaser Indemnitees has the meaning set forth in Section 7.2.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnitees has the meaning set forth in Section 8.03.

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