Examples of Purchaser Indemnitees in a sentence
Notwithstanding the foregoing, the Company shall not be liable to the Purchaser Indemnitees until the aggregate amount of all Losses in respect of indemnification under Section 8.2 exceeds 1.0% of the aggregate Purchase Price (the “Floor Amount”).
If the Floor Amount is exceeded, the Company shall be liable to the Purchaser Indemnitees under Section 8.2 for all such Losses that exceed the Floor Amount.
For purposes of calculating the amount of Losses incurred by Purchaser Indemnitees under this Agreement, such amount shall be reduced by an amount equal to the actual reduction in cash Taxes otherwise payable by Purchaser Indemnitees or their Affiliates as a result of such Losses in the taxable year in which such Losses are incurred determined on a “with or without” basis.