Examples of Purchaser Indemnified Group in a sentence
Neither Purchaser nor any other member of the Purchaser Indemnified Group shall be entitled to recover any Losses with respect to any matter for which a reserve or current Liability was included in the Closing Date Net Working Capital.
The Shareholders acknowledge and agree that, after the Closing Date, no Covered Company shall have any Liability or responsibility for Damages to the Shareholders or any of their Affiliates on account of any claim made by any member of the Purchaser Indemnified Group under this Agreement or any other Transaction Document, and the Shareholders shall not have any right of contribution against any Covered Company with respect to any such claim made by any member of the Purchaser Indemnified Group.
The Purchaser Indemnified Group shall not be entitled to recover Losses from Sellers if such Losses would have been covered under the R&W Insurance Policy, if not for a failure by a Purchaser Indemnified Group to promptly make a claim thereunder or to otherwise comply with the terms thereof.
An indemnification claim brought by a member of the Purchaser Indemnified Group (other than, for these purposes, ARC) pursuant to Section 11.2(a)(iv) shall, solely to the extent it seeks to recover Diminution Losses, not be subject to the 50% Limit.
In furtherance of and without limiting the foregoing, Purchaser shall operate and manage any site with respect to which it or any other member of the Purchaser Indemnified Group may seek indemnification or reimbursement of Environmental Costs under this Section 11.3 in a manner consistent with the way in which it operates and manages its chemical sites with respect to which Purchaser is not entitled to any reimbursement of Environmental Costs.
Each member of Purchaser Indemnified Group or Sellers Indemnified Group, as applicable, is expressly intended to be a Third Party beneficiary of this Section 9.11.
Frequently it was difficult to achieve consensus on what the customer (minimally) needs to achieve in the available campaign window, i.e. which goals should be prioritized if a compromise would become necessary based on the performance of the trials (e.g. quality over yield etc).
Except as otherwise provided in Section 10.5(d), the Shareholder shall not be liable to the Purchaser Indemnified Group for any Damages arising in connection with its indemnification obligations to the Purchaser Indemnified Group under Section 10.2(a)(vi) until the aggregate amount of such Damages exceeds the Philadelphia Indemnity Deductible, in which case the Shareholder shall be liable to the Purchaser Indemnified Group for the amount by which such Damages exceed the Philadelphia Indemnity Deductible.
After the Closing, the indemnities set forth in this Article IX shall be the sole and exclusive remedies of the Purchaser Indemnified Group and the Seller Indemnified Group for any breach of any representation or warranty made in or pursuant to this Agreement; provided, however, that the foregoing shall not limit the right of either party hereto to seek recovery for fraud, willful misconduct or intentional misrepresentation.
Notwithstanding anything in this Agreement to the contrary, Xxxxxxxxx agrees (on behalf of itself and each other member of the Purchaser Indemnified Group) that its and their sole and exclusive remedy for breaches of the representations and warranties of Sellers and Company set forth in Article III and Article IV (other than the Company Fundamental Representations and Seller Fundamental Representations) is the R&W Insurance Policy, except in the case of Fraud.