Purchaser Indemnitee definition
Examples of Purchaser Indemnitee in a sentence
No Purchaser Indemnitee is entitled to recover for any Limited Sellers Indemnifiable Matters unless and until the aggregate amount of Losses for Limited Sellers Indemnifiable Matters for which Purchaser Indemnitees are entitled to seek indemnification under this Agreement exceeds $200,000 (the “Deductible”), in which event and with respect to Limited Sellers Indemnifiable Matters, Purchaser Indemnitees may only claim indemnification for Limited Sellers Indemnifiable Matters exceeding the Deductible.
Notwithstanding the foregoing, each Purchaser Indemnitee shall first seek to recover any Losses for which a Seller is liable to indemnify the Purchaser Indemnitee under this Article IX by setting off the amount of such Losses against the amounts owed by Purchaser under the Promissory Notes as permitted by Section 9.10.
Purchaser will provide prompt written notice to Sellers of Purchaser’s intent to set off any such payments against any amounts determined as payable to any Purchaser Indemnitee by or on behalf of Sellers under this Article IX.
Subject to the limitations and provisions in this Article IX and in addition to any rights that Purchaser may have under applicable Law, Purchaser will have the right to setoff, appropriate, and apply any amounts payable or to be payable to or on behalf of any Seller against any amounts payable to any Purchaser Indemnitee by or on behalf of Sellers pursuant to Article IX.
All amounts payable by Sellers to or for the benefit of a Purchaser Indemnitee under this Article IX will, for Tax purposes, be treated as an adjustment to the Purchase Price payable by Purchaser to Sellers, unless otherwise required by applicable Law.