Special Indemnity Cap definition

Special Indemnity Cap has the meaning specified in Section 8.06(b).
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Special Indemnity Cap means an amount equal to (x) nineteen million five hundred thousand dollars ($19,500,000) minus (y) the aggregate amount of all recoveries for Losses by the Purchaser Indemnified Parties (i) hereunder, (ii) from the Predecessor Entity under the CW Agreement and (iii) under the R&W Insurance Policy, in each case, if any, with respect to the matters set forth Section 11.01(i) (other than with respect to any of the Company Fundamental Representations), Section 11.01(ii) and Section 11.01(iii).
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Special Indemnity Cap is defined in Section 10 1.2(c).
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Examples of Special Indemnity Cap in a sentence

  • If we could start by having you state your names, your majors, and when you plan to transfer.

  • For the avoidance of doubt, once the Cap for Damages has been reached, the Purchaser Indemnified Parties shall only be entitled to the benefit of the indemnity with respect to the Special Indemnity Matters for an amount equal to the difference between the Special Indemnity Cap and the Cap.

  • No Purchaser Indemnified Party may assert any Claim under Section 12.1(a)(ii) or Section 12.1(a)(v) against the Sellers to the extent the aggregate amount of all Losses relating to all Claims made under Section 12.1(a)(ii) and Section 12.1(a)(v) is greater than the Special Indemnity Cap (for the avoidance of doubt, in no event shall the aggregate recovery of Losses by Purchaser Indemnified Parties pursuant to Section 12.1(a)(ii) and Section 12.1(a)(v) exceed the Special Indemnity Cap).

  • Subject to the limitations set forth in Section 9.5(d), in no event shall Seller’s liability for Indemnifiable Damages pursuant to Section 9.3(a) exceed, in the aggregate, the Indemnity Escrow Amount (the “Cap”), except as set forth in Section 9.5(c); provided, that Seller’s liability for Indemnifiable Damages pursuant to Section 9.3(a)(viii) shall not exceed, in the aggregate, the Special Indemnity Cap.

  • Notwithstanding anything herein to the contrary, any Losses for which the Seller is obligated to indemnify the Purchaser Indemnified Parties under Section 9.3 and which are subject to the General Representation Cap, the Privacy Representations Cap or the Special Indemnity Cap, shall also be subject to the Fundamental and Tax Cap.


More Definitions of Special Indemnity Cap

Special Indemnity Cap shall have the meaning set forth in Section 9.2(c).
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Special Indemnity Cap means Five Million Dollars ($5,000,000).
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Special Indemnity Cap means $1,500,000.
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Special Indemnity Cap shall have the meaning set forth on Schedule 9.3(a)(viii).
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Special Indemnity Cap shall have the meaning set forth in Section 9.13(a).
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Special Indemnity Cap means 50% of the Base Purchase Price plus 75% of the Earnout Amount.
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Related to Special Indemnity Cap

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.