Purchaser Loss definition
Examples of Purchaser Loss in a sentence
Purchaser shall not be entitled to recover more than once for the same Purchaser Loss.
The parties understand and agree that the Customer is exempt from the payment of taxes.
In such event, such liability shall survive until such Purchaser Loss or Seller Loss is finally determined and any indemnification payment due with respect thereto or with respect to the Covered Loss is made.
By way of illustration: For the first Purchaser Loss, Purchaser shall be required to apply against the Escrow Amount for 87.78% of the Purchaser Loss and shall reduce the Holdback Amount for 12.22% of the Purchaser Loss.
The payment by a Purchaser Indemnitee of any Purchaser Loss shall not relieve LMC Animal Planet of its obligations under this Section 7.06.
For any Purchaser Loss in excess of the Escrow Amount and the Earn-Out Amount, Purchaser shall be entitled to obtain payment against each Seller separately only, the Sellers acting neither jointly nor severally, subject to all other applicable limitations set forth in this Agreement.
If LMC Animal Planet elects not to assume such defense, Purchaser Indemnitee may pay, compromise or contest the Purchaser Loss at issue.
If the Holdback Amount has been entirely consumed by Retention Breaches, the Purchaser shall be entitled to apply against the Escrow Amount for 98.4% of any Purchaser Loss.
If LMC Animal Planet assumes such defense, (i) Purchaser Indemnitee shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by LMC Animal Planet and (ii) LMC Animal Planet shall not assert that the Purchaser Loss, or any portion thereof, with respect to which Purchaser Indemnitee seeks indemnification is not within the ambit of this Section 7.06.
Liability for indemnification hereunder shall expire as provided in Section 9(g) below unless, prior to such date, the Indemnified Party has given to the Indemnifying Party written notice of a Purchaser Loss or a Seller Loss (setting forth in reasonable detail the specific facts and circumstances then known and pertaining thereto).