Nassau New York Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings

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Multi-State
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Nassau
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US-ND1010
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Description

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.

Nassau New York Indemnity Provisions play a significant role in protecting parties involved in various contracts, agreements, or transactions. In particular, the Dollar Exposure of the Indemnity provisions regarding Baskets, Caps, and Ceilings offer specific terms and limits to safeguard against financial risks. Let's delve into a detailed description of these provisions and explore the different types within Nassau New York Indemnity. 1. Baskets: This particular type of indemnity provision in Nassau New York sets a threshold or minimum amount that must be exceeded before indemnification obligations are triggered. It safeguards the indemnifying party from assuming liability for minor losses or damages, thereby ensuring that only substantial claims are covered. 2. Caps: Nassau New York Indemnity Provisions including caps set an upper limit to the indemnifying party's liability or dollar exposure. Caps act as a safeguard that limits the maximum amount that the indemnifying party will be obligated to pay, regardless of the magnitude of the losses suffered. They provide a sense of financial security by capping the indemnification amount without exposing parties to potentially overwhelming liabilities. 3. Ceilings: The indemnity provisions in Nassau New York may also incorporate ceilings, which establish an absolute limit on the total dollar exposure for indemnification. Ceilings prevent unlimited liability and protect the indemnifying party from assuming excessive financial burdens. By setting a ceiling, parties can effectively control and mitigate their exposure to potential losses, ensuring that indemnification remains within manageable limits. These types of Nassau New York Indemnity Provisions — Baskets, Caps, and Ceiling— - work in combination or individually, depending on the specific terms negotiated and agreed upon by the parties. Their purpose is to strike a balance between providing indemnification for significant losses and protecting parties from assuming undue financial risk. In conclusion, Nassau New York Indemnity Provisions — Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings — offer valuable risk management mechanisms in contracts and agreements. By incorporating these provisions, parties can establish clear guidelines, thresholds, and limits to determine the extent of indemnification obligations, ensuring financial stability and protection for all involved.

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FAQ

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.

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.

Basket Deductible a basket deductible is a single retained limit designed to fund losses from multiple risks. For example, property and general liability represent entirely different 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 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.

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.

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.

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.

More info

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Nassau New York Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings