Examples of Purchaser Indemnifiable Damages in a sentence
The amount of any Purchaser Indemnifiable Damages for purposes of this Section 9.2 shall be (i) reduced by an amount that accounts for any Tax benefits that Purchaser shall acquire as a result of its receipt or accrual of an indemnification amount related to such Purchaser Indemnifiable Damages and (ii) increased by an amount that accounts for any Tax detriment that Purchaser shall suffer as a result of its receipt of accrual of an indemnification amount related to such Purchaser Indemnifiable Damages.
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 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.
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.
Any amount of Purchaser Indemnifiable Damages that would have been payable by the Company at a given time but for the application of the Cap as in effect at such time shall become immediately due and payable on the date of any subsequent increase in the Cap ** **.
The school may use the information from the screener to develop interventions appropriate for the child’s needs.
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.
Purchaser shall be required to notify Seller prior to the Outside Claim Date of any claim against Seller for a breach of or inaccuracy in any of the Seller’s Representations pursuant to Section 9.2 by the delivery of a written notice (each such notice, a “Notice of Claim” and each such claim identified therein a “Noticed Claim”) setting forth: the dollar amount of the Purchaser Indemnifiable Damages relating to the Noticed Claim (or a reasonable estimate of the amount of such Noticed Claim).