Examples of Principal Seller in a sentence
The maximum aggregate liability of any Principal Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) is the total purchase price paid to such Principal Seller under this Agreement.
For purposes of example, if there is an indemnity claim for a breach of a representation made by the Company at the Initial Closing, (subject to the limitations set forth herein), a Principal Seller will be responsible only for that portion of Losses relating to the indemnity claim based on such Principal Seller’s Indemnification Percentage of such Losses.
To the knowledge of the Principal, Seller has given notice to the insurer of all claims that may be insured thereby.
The Principal Seller shall not be liable for any Business Warranty Claim to the extent that the Buyer is, at the date of this Agreement, actually aware of any fact, matter, event or circumstance giving rise to the Business Warranty Claim.
Upon determination of the relevant matters by the Independent Accountants, or if the Principal Seller and the Buyer subsequently resolve those matters before the final determination by the Independent Accountants, the Draft Earn-Out Statement (as adjusted, if applicable) shall constitute the Final Earn-Out Statement.