San Jose California Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings

State:
Multi-State
City:
San Jose
Control #:
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.

San Jose, California is a bustling city located in the heart of Silicon Valley. Known for its thriving tech industry, vibrant culture, and beautiful landscapes, San Jose offers a plethora of opportunities for both residents and visitors alike. When it comes to indemnity provisions related to baskets, caps, and ceilings in San Jose, California, there are several types that one should be aware of. These provisions aim to protect parties involved in various contractual agreements from potential financial risks, ensuring that certain thresholds or limits are not exceeded. One of the most common types of indemnity provisions is the basket provision. This provision sets a minimum threshold or a specified dollar amount that must be reached before indemnity obligations kick in. It acts as a safeguard, preventing minor claims or losses from becoming a basis for indemnification. Another type is the cap provision. This provision sets a maximum dollar amount, limiting the indemnity's liability to a predetermined ceiling. It protects the indemnity from excessive financial exposure, allowing them to budget and plan accordingly. Additionally, the ceiling provision comes into play. Similar to the cap provision, the ceiling provision sets a maximum limit on the indemnity exposure, but it typically applies to aggregate or cumulative claims instead of individual claims. This provision helps prevent the accumulation of multiple claims from resulting in an overwhelming financial burden on the indemnity. In the context of San Jose, California, these indemnity provisions are crucial in mitigating financial risks and providing peace of mind during contractual agreements. Whether it's in the tech industry, real estate, or any other business sector, understanding and implementing these provisions can help ensure a fair and balanced approach to indemnity agreements in San Jose, California.

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FAQ

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 level of indemnity refers to the highest amount that the policy will pay out regarding any one event. In other words, how much your insurers will cover you in each individual occurrence when a person or persons make a claim against your company.

This is essentially an I'll protect your back clause, making the party giving the indemnity responsible to pay back the other party for things they might do wrong, bringing harm to the first party. You may also know that most contracts also include a separate limitation on liability clause.

A liability cap is a contractual agreement that limits the amount of damages a client can claim from a professional services firm in the event of negligence or a breach of contract.

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.

In negotiating indemnities, it is important to review the clause carefully to understand when the indemnity kicks in and what the scope of the liability is. This will help a party decide if the indemnity is acceptable, or if it needs to be finessed to make it fair for all parties involved.

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.

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, or cap on an indemnity clause , is a cap on liability. It represents the obligation of a seller to a buyer against breaches of reps and warranties. This cap is the maximum liability under the indemnification stipulations and is stated to a specific dollar amount.

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.

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San Jose California Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings