Examples of Purchaser Indemnifying Persons in a sentence
All indemnification payments made by the Parent Indemnifying Persons to the Purchaser Indemnified Persons, or by the Purchaser Indemnifying Persons to the Parent Indemnified Persons, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
The indemnification obligations of the Parent Indemnifying Persons and the Purchaser Indemnifying Persons under this ARTICLE 7 shall be subject to the additional conditions and limitations set forth in this Section 7.4.
No payment or reimbursement for Parent Losses asserted under Section 7.2(a) shall be required unless and until the aggregate amount of Parent Losses thereunder exceeds the Threshold, in which case indemnification shall be made by the Purchaser Indemnifying Persons for the entire amount of such Parent Losses.
The obligations of the Purchaser Indemnifying Persons to indemnify the Seller Indemnified Persons for Seller Losses (including those incurred as a result of the indemnification events set forth in Section 9.1(c)) shall be paid in cash by the Purchaser Indemnifying Persons to the Seller Indemnified Persons by wire transfer of immediately available funds to the account or accounts specified by the Stockholders' Representative for such purposes.
The Purchaser Indemnifying Persons shall not be held liable for indemnification under Section 7.2(a) to the extent that any Purchaser Loss is caused by any act or omission of a Parent Indemnified Person after the Closing Date.
Annex II Purchaser Indemnifying Persons............................................................
Parent Losses shall be determined net of any insurance proceeds, indemnity payments and other compensation actually realized or received by the Parent Indemnified Persons in respect of such Parent Losses from Persons other than the Purchaser Indemnifying Persons.
The Parent Indemnifying Persons and Purchaser Indemnifying Persons shall not be required to indemnify the Purchaser Indemnified Persons and Parent Indemnified Persons, respectively, hereunder with respect to any Purchaser Losses or Parent Losses resulting from any change in Law (including Environmental Laws and Tax Laws and changes in Law with retroactive effects) after the Closing Date.