Indemnified Purchaser Entities definition

Indemnified Purchaser Entities has the meaning set forth in Section 11.1(a).

Indemnified Purchaser Entities has the meaning set forth in Section 11.1 hereof.

Examples of Indemnified Purchaser Entities in a sentence

• The Parties irrevocably waive, to the fullest extent permitted under Applicable Law, any and all rights they may have to make any Claims (other than claims and causes of action based on actual fraud) other than pursuant to this ARTICLE 9, Section 2.02, Section 13.13 or any Ancillary Agreement, including under statute, common law, tort or equity, as a result of any Indemnifiable Losses and all other damages incurred by the Indemnified Purchaser Entities or Indemnified Seller Entities, as the case may be.

• Notwithstanding the foregoing, with respect to claims for indemnification that do not involve a third-party claim (defined below), the Indemnified Purchaser Entities shall not deliver a Claim Notice with respect to any such claims unless the aggregate amount of Damages for all claims included within such Claim Notice exceeds Oxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000.00).

• Purchaser shall promptly notify the Sellers in writing upon receipt by the Purchaser or any of its Affiliates (including the Acquired Companies) of notice of any pending or threatened Tax audits, assessments, claims or other disputes relating to Taxes for which the Indemnified Purchaser Entities may be entitled to indemnification under Article 9 (“Tax Contests”).

• Any payment required to be made by Sellers pursuant to this Section 8.05(a) shall be paid solely by offset against any amounts due and owing under the Seller Note, which shall be the sole source of recovery for the Indemnified Purchaser Entities for payments from Sellers pursuant to this Section 8.05(a).

• Nothing herein shall be deemed to limit or modify any rights of any Indemnified Purchaser Entities under the R&W Insurance Policy.

• For purpose of clarity, the Escrow Amount shall be the sole source of recovery for the Indemnified Purchaser Entities for payments from the Majority Member pursuant to Section 8.02(a), other than in the event of any fraud or willful misconduct.