Examples of Buyer in a sentence
Except with respect to the Buyer Parties and as otherwise provided in Article VI, nothing in this Agreement, express or implied, shall confer on any Person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including third party beneficiary rights.
No Buyer Party shall be entitled to indemnification pursuant to Section 7.2(a) relating to any non-Fundamental Representation until such time as the aggregate amount of all Losses sustained by the Buyer Parties exceeds an amount equal to $147,890.00 (the “Basket”) (at which point the Buyer Parties shall be entitled to indemnification from and against all such Losses above and beyond the Basket (i.e., a “deductible” basket).
If the Stockholder Representative accepts the Initial Earnout Statement (including the Initial Earnout Amount) or does not submit an Initial Earnout Notice of Objection to the Buyer during such thirty (30) day period, then the Initial Earnout Amount as set forth in the Initial Earnout Statement shall be final hereunder and binding upon the parties hereto.
To the extent that the number of shares of Buyer Common Stock issuable in connection with the Mixed Consideration would exceed the Buyer Share Cap, the Buyer shall issue a number of shares of Buyer Common Stock equal to the Buyer Share Cap to the recipients of the Mixed Consideration on a pro rata basis, and shall pay the balance of the Mixed Consideration in cash.
With respect to any claim as to which a Buyer Party may be entitled to indemnification under Section 7.2(a) relating to Section 3.6(c) (Financial Statements), the Indemnifying Party shall not be liable for any individual or series of related Losses based on the same set of facts which do not exceed $25,000 (the “Section 3.6(c) Eligible Claim Threshold”) (and any Losses that exceed the Section 3.6(c) Eligible Claim Threshold shall be counted toward the Basket).