Backlog Indemnification Clause Samples

Backlog Indemnification. The Purchase Price was determined in reliance upon, and based upon, among other things, an assumption that the specific orders comprising Backlog as of the Closing Date would be converted into Net Sales within 12 months after the Closing Date. To the extent that all or a portion of such Backlog is not converted into Net Sales within such period (hereinafter referred to as a "Shipment Shortfall"), Seller shall pay to Purchaser an amount computed by multiplying the Shipment Shortfall by 28.3% (the "Backlog Indemnification"); provided, however, that notwithstanding anything herein to the contrary, Purchaser shall only be entitled to receive Backlog Indemnification to the extent that such amount exceeds $283,000. If Purchaser substitutes any of its products ("BT Products") for any Products when filling the purchase orders comprising Backlog as of the Closing Date, such BT Products shall count toward Backlog which has been converted into Net Sales for purposes of this provision. The procedures for making an indemnification claim and payment thereof shall be as specified in Sections 7.3, 7.4 and 7.5 above; however, the limitations set forth in Section 7.6 shall not apply to the Backlog Indemnification. The Backlog Indemnification shall be the sole and exclusive remedy available to Purchaser for recovery of Shipment Shortfall Losses.