Examples of Buyer’s Group in a sentence
Notwithstanding anything in this Agreement to the contrary, no indemnification shall be required to be made under Section 12(c) for a misrepresentation or breach of a warranty hereof in respect of any Loss unless, and to the extent that, the aggregate amount of the Buyer’s Group Global Losses exceeds $50,000; provided, however, that the foregoing limitation shall not apply to any Loss with respect to intentional misconduct or fraud.
If any potential Claim arises as a result of a contingent or unquantifiable liability of any Buyer’s Group Undertaking, each Seller will not be obliged to pay any sum in respect of the potential Claim until the liability either ceases to be contingent or becomes quantifiable; provided, however, that this paragraph 17 shall not restrict the Buyer from setting off and deducting the Buyer’s reasonable estimate of any such potential Claim from Contingent Consideration, as permitted by paragraph 11.
The Buyer shall (and following Completion shall procure that each member of the Buyer’s Group shall) take all reasonable action(s) to mitigate any loss suffered by it or the relevant member(s) of the Group which would, could or might result in a Claim or Reorganisation Indemnity Claim against any of the Sellers.
The Buyer shall use reasonable endeavours to mitigate any Losses, costs or liabilities suffered or incurred by it, any other member of the Buyer’s Group or, following Completion, any Group Company in consequence of any fact, matter, event or circumstances giving rise to a Warranty Claim.
However, nothing in this Clause 8.13 shall limit the Buyer or the Buyer’s Group from taking any action to comply with applicable law or any contractual obligation.