Seller Indemnity Cap definition

Seller Indemnity Cap shall have the meaning given to it in Section 9.7.1.

Seller Indemnity Cap means Seven Million Twenty-Five Thousand Eighty Dollars ($7,025,080).

Seller Indemnity Cap means in the aggregate Forty-Four Million Dollars ($44,000,000).

Examples of Seller Indemnity Cap in a sentence

• Subject to Section 5.4(b), with respect to indemnification for any Losses pursuant to Section 5.2(a), Seller shall not have any liability under Section 5.2(a) unless the aggregate amount of Losses to all Buyer Indemnified Parties exceeds the Seller Basket (as defined herein) and then Seller shall be required to pay or be liable for all such Losses from the first dollar, and no amounts of indemnity shall be payable by Seller which exceed the Seller Indemnity Cap (as defined herein).

• The Assumption Agreement executed by Buyer on the Closing Date shall also provide for the assumption by Buyer, following the exhaustion of the Seller Indemnity Cap, of the liabilities identified in Section 2.4(j).

• For the avoidance of doubt, any indemnification under this Section 7.2 shall not be subject to either the Seller Basket Amount or the Basic Seller Indemnity Cap.

• Notwithstanding any provision of this Section 9.2 or otherwise in this Agreement to the contrary, in the event Purchaser or any Purchaser Indemnitee incurs any Damages due to or resulting from Seller’s failure to timely pay and satisfy in full the Xxxxx Payable as provided in Section 10.10, then Purchaser or such Purchaser Indemnitees shall have a right to be indemnified for such Damages hereunder without limitation by the Basket Cap or the Seller Indemnity Cap.

• For the avoidance of doubt, the Buyer Indemnity Deductible and the Sellers Indemnity Deductible and Buyer Indemnity Cap and Seller Indemnity Cap set forth in this Section 9.2(c) shall not affect Buyers' or Sellers' payment obligations in connection with Article 2 (other than as provided in Sections 2.4(g)(ii)), Sections 9.2(a)(i)(2)-(5), 9.2(a)(iii)(A)(2)-(4) or 9.2(a)(iii)(B)(2)-(4), or Article 11, as applicable.

More Definitions of Seller Indemnity Cap

Seller Indemnity Cap means $15,000,000.

Seller Indemnity Cap shall have the meaning set forth in Section 7.2(b)(iii).

Seller Indemnity Cap has the meaning ascribed to it in Section 12.2(a). “Seller Indemnity Deductible” has the meaning ascribed to it in Section 12.2(a).

Seller Indemnity Cap means [BEGIN TRADE SECRET END TRADE SECRET]

Seller Indemnity Cap has the meaning set forth in Section 13.03(c);

Seller Indemnity Cap means (i) with respect to all claims under this Article XIII (other than claims for Indemnified Liabilities arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33, the Reorganization Liabilities, the Excluded Liabilities Assertion and the Withholding Tax Liabilities), an amount equal to US$400,000,000; and (ii) with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33, an amount equal to the market value of the Consideration Shares issued to and received by the Seller on the date immediately before the date on which the Seller receives written notice of the relevant claim (calculated by multiplying the number of the Consideration Shares issued to and received by the Seller by the per-share twenty-day volume weighted average trading price on the NYSE on the trading day immediately before the date on which the Seller receives written notice of the relevant claim, accounting for the then current ADS-to-share ratio (the “Market Value”)), provided that, if the Market Value is less than US$400,000,000, the Seller Indemnity Cap with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33 shall be US$400,000,000; provided further that if the Market Value exceeds US$700,000,000, the Seller Indemnity Cap with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33 shall be US$700,000,000;

Seller Indemnity Cap means One Million Seven Hundred Fifty Thousand U.S. Dollars ($1,750,000).