Examples of Purchaser Indemnifiable Damages in a sentence
Notwithstanding the foregoing, Seller shall not be obligated to indemnify Company or Purchaser for any Purchaser Indemnifiable Damages that exceed singly or in the aggregate, $1,500,000, with such $1,500,000 amount decreasing at the rate of 1/24 per month for each month after the Closing Date (the “Indemnification Cap”).
In addition to, and without limiting Packaging Dynamics' rights under Section 9.4 of the Acquisition Agreement, Mr. Ajram hereby agrees that Packaging Dynamics shall have the right, but not the obligation, to set-off against Packaging Dynamics' payment obligations under this Agreement, the full amount of any Purchaser Indemnifiable Damages (as such term is defined in the Acquisition Agreement) required to be paid pursuant to Section 9.1 of the Acquisition Agreement.
No claim for the recovery of any Purchaser Indemnifiable Damages or Shareholder Indemnifiable Damages with respect to the representations and warranties in this Agreement may be asserted by any of the parties after such representations and warranties shall expire in accordance with the terms of this Agreement; PROVIDED, HOWEVER, that claims for Purchaser Indemnifiable Damages or Shareholder Indemnifiable Damages first asserted within the applicable period shall not thereafter be barred.
In addition to, and without limiting the Company's rights under Section 9.4 of the Acquisition Agreement, the Holder by his execution hereof hereby agrees that the Company shall have the right, but not the obligation, to set-off against the Company's payment obligations under this Note, the full amount of any Purchaser Indemnifiable Damages (as such term is defined in the Acquisition Agreement) required to be paid pursuant to Section 9.1 of the Acquisition Agreement.
The final non-appealable decision of any above-referenced court as to the validity and amount of any claim in such Claim Certificate shall be binding and conclusive upon the parties to this Agreement and, in the case of Purchaser Indemnifiable Damages, the Purchaser shall be entitled to offset such Indemnifiable Damages against the Indemnification Funds in accordance with this Article X.
Purchaser shall not be entitled to indemnity for any Purchaser Indemnifiable Damages (individually or in the aggregate) in excess of $1,650,000.
Without limiting any other provisions of this Section 6.3, there shall be no time limitation on the time period within which a claim for the recovery of any Purchaser Indemnifiable Damages arising under 6.1(ii), (iii), (iv), (v) or (vi) can be made; such claims can be made for an indefinite time following the Effective Time.
Purchaser shall not be entitled to any indemnity hereunder until the cumulative amount of the Purchaser Indemnifiable Damages for which Purchaser may be entitled to indemnity hereunder exceeds $165,000 in the aggregate, whereupon the entire amount of such Purchaser Indemnifiable Damages shall be recoverable under this Article XII.
If the Indemnified Person and the Indemnifying Person shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and in the case of Purchaser Indemnified Damages, the Purchaser shall be entitled to offset such Purchaser Indemnifiable Damages against the Indemnification Funds in accordance with the terms of such memorandum and this Article X.
Notwithstanding anything contained herein to the contrary, the Purchaser shall continue to withhold only such portion of the Holdback Balance ** ** as is necessary to satisfy any unresolved or unsatisfied claims for Purchaser Indemnifiable Damages specified in any Claim Certificate delivered to the Company prior to ** ** until such claims for Purchaser Indemnifiable Damages have been resolved or satisfied.