Indemnification Cap definition
Examples of Indemnification Cap in a sentence
Notwithstanding the foregoing, the Company Indemnification Cap shall not apply to any Loss suffered by any Investor Indemnified Party in connection with a Third Party Claim.
In addition, the indemnification provided herein shall not constitute a claim against the Seller (provided, however, that, as set forth in this paragraph, the Indemnified Parties shall be entitled to receive indemnification from the Seller in an amount not to exceed the Seller Indemnification Cap).
In addition, the indemnification provided herein shall not constitute a claim against the Depositor (provided, however, that, as set forth in this paragraph, the Indemnified Parties shall be entitled to receive indemnification from the Depositor in an amount not to exceed the Depositor Indemnification Cap).
For the avoidance of doubt, any payment owing under this Section 3.6 shall not be subject to the Indemnification Threshold or Indemnification Cap contained in Section 13.5. Any difference in the Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement and the Final Price shall be paid by the owing party without interest within ten days of (i) the Final Settlement Statement or (ii) if the Final Price is disputed, resolution of the Final Price, to the owed party.
Notwithstanding the foregoing, the Indemnification Cap shall not apply to (i) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and (ii) indemnification claims based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.