This form provides boilerplate contract clauses that restrict or limit the dollar exposure of any indemnity under the contract agreement. Several different language options are included to suit individual needs and circumstances.
Clark Nevada Indemnity Provisions are contractual clauses that provide protection against potential financial losses or liabilities. These provisions outline the dollar exposure of the indemnity in relation to various factors such as Baskets, Caps, and Ceilings. The Baskets provision is an important component of the indemnity clause. It specifies a certain amount or percentage threshold that needs to be exceeded before the indemnifying party becomes liable for any losses. For example, if the Baskets provision sets a threshold of $100,000, the indemnifying party will only be responsible for losses exceeding this amount. Caps and Ceilings provisions, on the other hand, limit the maximum liability exposure of the indemnifying party. A Cap sets an upper limit on the indemnifying party's financial liability. If the losses incurred exceed the specified cap amount, the indemnifying party will not be responsible for any amount exceeding it. Similarly, a Ceiling provision sets a maximum limit on the amount of indemnification payable, regardless of the actual losses suffered. In the context of Clark Nevada Indemnity Provisions, there can be different types or variations of these provisions. Some typical variations include: 1. Dual Basket Indemnity: This type of provision includes separate baskets for different types of losses such as general indemnity losses and breaches of specific representations and warranties, ensuring that each type has its own threshold for indemnification. 2. Time-Based Basket: Instead of a fixed dollar amount, this provision sets a threshold based on the time period since the closing of a transaction. For example, losses incurred within the first six months may be subject to a higher threshold compared to losses after the initial period. 3. Tiered Caps and Ceilings: In certain cases, the indemnity provisions may include multiple caps and ceilings, varying based on the severity of the losses or the stage of the transaction. For instance, the indemnifying party's liability may be capped at a lower amount for breaches of representations and warranties than for general indemnity claims. It is important to negotiate and understand these provisions carefully to ensure all parties involved are adequately protected and the financial exposures are appropriately defined.Clark Nevada Indemnity Provisions are contractual clauses that provide protection against potential financial losses or liabilities. These provisions outline the dollar exposure of the indemnity in relation to various factors such as Baskets, Caps, and Ceilings. The Baskets provision is an important component of the indemnity clause. It specifies a certain amount or percentage threshold that needs to be exceeded before the indemnifying party becomes liable for any losses. For example, if the Baskets provision sets a threshold of $100,000, the indemnifying party will only be responsible for losses exceeding this amount. Caps and Ceilings provisions, on the other hand, limit the maximum liability exposure of the indemnifying party. A Cap sets an upper limit on the indemnifying party's financial liability. If the losses incurred exceed the specified cap amount, the indemnifying party will not be responsible for any amount exceeding it. Similarly, a Ceiling provision sets a maximum limit on the amount of indemnification payable, regardless of the actual losses suffered. In the context of Clark Nevada Indemnity Provisions, there can be different types or variations of these provisions. Some typical variations include: 1. Dual Basket Indemnity: This type of provision includes separate baskets for different types of losses such as general indemnity losses and breaches of specific representations and warranties, ensuring that each type has its own threshold for indemnification. 2. Time-Based Basket: Instead of a fixed dollar amount, this provision sets a threshold based on the time period since the closing of a transaction. For example, losses incurred within the first six months may be subject to a higher threshold compared to losses after the initial period. 3. Tiered Caps and Ceilings: In certain cases, the indemnity provisions may include multiple caps and ceilings, varying based on the severity of the losses or the stage of the transaction. For instance, the indemnifying party's liability may be capped at a lower amount for breaches of representations and warranties than for general indemnity claims. It is important to negotiate and understand these provisions carefully to ensure all parties involved are adequately protected and the financial exposures are appropriately defined.
