Per Claim Threshold definition

Per Claim Threshold has the meaning set forth in Section 10.5(c).

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Per Claim Threshold has the meaning set forth in Section 8.2(a).

Per Claim Threshold is defined in Section 11.01(a).

Examples of Per Claim Threshold in a sentence

• Notwithstanding anything to the contrary contained herein, with respect to any particular inaccuracy in or breach of any representation or warranty of Buyer in this Agreement for which the related Losses do not exceed the Buyer Per Claim Threshold, such Losses shall not be counted toward the Buyer Indemnification Threshold.

• The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement.

• Notwithstanding anything to the contrary in this Agreement, the Per Claim Threshold and the Indemnification Deductible will not apply to the obligations of Seller to indemnify Buyer Indemnitees in connection with an inaccuracy in or breach of any representations and warranties contained in Section 2.4(b) or Section 2.17.

• The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to Seller’s actual and intentional fraud with respect to any express provisions in this Agreement.

• Any such individual claims or group of related claims for amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Threshold has been exceeded.

More Definitions of Per Claim Threshold

Per Claim Threshold shall have the meaning specified in Section 11.5(a).

Per Claim Threshold has the meaning provided in Section 5.02(c).

Per Claim Threshold shall have the meaning in Section 6.5(b).

Per Claim Threshold has the meaning set forth in Section 6.3.1.

Per Claim Threshold has the meaning set forth in Section 9.3(b).

Per Claim Threshold has the meaning set forth in Section 10.5(c). “Permits” means all permits, licenses, certificates of authority, authorizations, approvals, registrations and other similar consents issued by or obtained from a Governmental Authority. “Permitted Encumbrances” means (a) obligations imposed under this Agreement, (b) transfer restrictions of general applicability as may be provided under the Securities Act or other applicable Laws, and (c) transfer restrictions contained in the Organizational Documents of any Sale Entity. “Person” means and includes an individual, a partnership, a joint venture, a corporation, a union, a limited liability company, a trust, an unincorporated organization or a Governmental Authority or any other separate legal entity recognized pursuant to Law. “Personal Information” means any and all information that (a) alone or in combination with other information held by the Sale Entities can reasonably be used to identify an individual person, household, or device, or (b) constitutes “personal information,” “personal data” or any 12 4894-6761-6617 v.11 other equivalent term as defined or otherwise protected under applicable Laws relating to privacy and data protection. “Post-Closing Employee Plans” has the meaning set forth in Section 5.6(g). “Post-Closing Employer” means the entity designated by Buyer to employ Business Employees upon Closing pursuant to Section 5.6 or, in the absence of such designation, the applicable Sale Entity. “Post-Closing Offer” means an offer of employment, given by Post-Closing Employer or its Affiliate on terms that conform to the requirements of Section 5.6. “Post-Closing Payment Amount” has the meaning set forth in Section 2.1(c)(ii)(A)-(B). “Post-Closing Tax Period” means any Taxable Period beginning after the Closing Date and, for any Straddle Period, the portion of such Straddle Period that begins the day after the Closing Date. “Pre-Closing Tax Period” means any Taxable Period ending on or before the Closing Date and, for any Straddle Period, the portion of such Straddle Period that ends on, and includes, the Closing Date. “Preliminary Post-Closing Payment Amount” means an aggregate amount (which may be positive or negative) equal to (a) the Indebtedness Adjustment Amount, plus (b) the Working Capital Adjustment Amount, plus (c) the Capital Expenditure Adjustment Amount, plus (d) the Cash Adjustment Amount, plus the New Regulatory Assets/Liabilities. An illustrative example calculation of the Preliminary P...

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