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.
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.
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A basket (sometimes called a deductible) is a threshold amount of losses and damages that a buyer must incur before it is entitled to any indemnification from the seller.
An indemnification 'cap' limits the overall liability of the seller to some dollar amount and an indemnification 'basket' establishes a threshold under which the buyer cannot make a claim against the seller.
A basket deductible is a single deductible that is designed to fund losses from multiple types of risks. For example, the common types of insurance for businessesproperty and general liabilityprotect against completely different types of loss exposures.
Caps and baskets are types of limitations on the Buyer's ability to recover from the Seller for certain losses, even when the Seller has breached its representations and warranties under the acquisition agreement.
The basket concept establishes a threshold for the indemnification, which means that claims would not be payable unless the threshold, or "basket," is exceeded. The "first dollar" method usually applies to baskets. This means that if there is a basket of $250,000, any claims up to $250,000 would not be paid.
A basket (sometimes called a deductible) is a threshold amount of losses and damages that a buyer must incur before it is entitled to any indemnification from the seller.
Indemnification basket refers to the amount that damages or losses must exceed before a seller is liable for any indemnification payments. An indemnity basket requires the buyer to incur a certain amount of loss before it can seek indemnification from the seller.
What is it? Caps and baskets are types of limitations on the Buyer's ability to recover from the Seller for certain losses, even when the Seller has breached its representations and warranties under the acquisition agreement.
The aggregate Losses of the Seller Indemnifying Parties, pursuant to Section 7.02(a), shall not exceed one million dollars ($1,000,000) (the Indemnity Cap), other than with respect to Losses arising out of (a) fraud or willful misconduct or (b) breaches of any Fundamental Representations.