Examples of Indemnified Purchaser Entities in a sentence
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.
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 anything to the contrary contained in this Section 8.01 , the Indemnified Purchaser Entities shall be entitled to indemnification only if such Claims are made on or before the expiration of the survival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or agreement.
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”).
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).
Nothing herein shall be deemed to limit or modify any rights of any Indemnified Purchaser Entities under the R&W Insurance Policy.
In no event shall the Sellers have any liability for any Indemnifiable Losses to the extent that such Indemnifiable Losses are caused by or exacerbated by any action or omission by any of the Indemnified Purchaser Entities following the Tier One Closing.
This practice dates back over many years and indicates that ICAO legislation is characterised by a high degree of formal clarity and that against that background the assumption that Art.