Overall Indemnity Cap definition

Overall Indemnity Cap means $43,750,000.
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Overall Indemnity Cap is defined in Section 13.3(c)(i)(D).
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Overall Indemnity Cap is defined in Section 12.4(c).
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Examples of Overall Indemnity Cap in a sentence

  • Notwithstanding anything to the contrary in this Agreement, (x) in no event shall the aggregate liability of the Principals and the Sellers under this ARTICLE VII and Section 8.01 exceed the Overall Indemnity Cap and (y) in no event shall the aggregate liability of any Principal under Section 7.01 and Section 8.01 (when combined, without duplication with his Pro Rata Percentage of the Sellers’ liability under such provisions) exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap.

  • Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of Buyer and KCAP under this ARTICLE VII and ARTICLE VIII exceed the Overall Indemnity Cap.

  • If any or all of the Canadian Obligations become due and payable hereunder or in connection with any Bank Product, each Canadian Guarantor unconditionally promises to pay such Canadian Obligations to Agent, the Lenders or their respective order, on demand, together with any and all reasonable expenses that may be incurred by Agent or the Lenders in collecting any of the Canadian Obligations.

Related to Overall Indemnity Cap

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • 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.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnity Escrow Amount means $5,000,000.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.