Indemnitee Losses definition
Examples of Indemnitee Losses in a sentence
Any Indemnitee Claim will state in reasonable detail the basis for such Indemnitee Losses to the extent then known by Indemnitee and the nature of Indemnitee Loss for which indemnification is sought, and it may state the amount of Indemnitee Loss claimed.
Notwithstanding anything to the contrary contained herein, the Company shall not have any liability for indemnification pursuant to this Section 8.3 until the aggregate Indemnitee Losses are in excess of 5% of the Subscription Amount, at which point the Company shall be liable for the entire amount of Indemnitee Losses up to the maximum aggregate liability hereunder.
Notwithstanding anything else contained herein, the Buyer shall have the right, but not the obligation, to satisfy any Buyer Indemnitee Losses by set-off against the Contingent Merger Consideration Shares to which the Principal Stockholders are entitled pursuant to Article II hereof on a dollar for dollar basis.
Such Key Employee’s right to receive Contingent Merger Consideration Shares pursuant to this Section 2.5(b)(ii) is subject to all provisions of this Agreement applicable to the Contingent Merger Consideration Shares, including without limitation the Buyer’s right to satisfy any Buyer Indemnitee Losses by set-off against the Contingent Merger Consideration Shares to which such Key Employee is entitled pursuant to Section 9.3(b).
Reserves for liabilities on the Closing Date Balance Sheet shall be deemed to offset Buyer Indemnitee Losses only if and to the extent that such reserve amount was expressly identified as being in respect of the category or class of breach for which indemnity could be sought rather that a general reserve for unknown potential liabilities.
Notwithstanding anything to the contrary contained herein, the Company shall not have any liability for indemnification pursuant to this Section 7.3 until the aggregate Indemnitee Losses are in excess of 10% of Purchase Price, at which point the Company shall only be liable for the amount of Indemnitee Losses in excess of such amount.
Notwithstanding anything to the contrary contained herein, the Company shall not have any liability for indemnification pursuant to this Section 7.3 until the aggregate Indemnitee Losses are in excess of 5% of the Subscription Amount, at which point the Company shall be liable for the entire amount of Indemnitee Losses up to the maximum aggregate liability hereunder.