Purchaser Losses definition

Purchaser Losses shall have the meaning set forth in Section 9.1(a).

Purchaser Losses means any and all Losses sustained, suffered or ---------------- incurred by any Purchaser Indemnified Person arising from or in connection with any matter that is the subject of indemnification under Article IX.

Purchaser Losses means any and all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a third party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of Purchaser arising under Article IX) incurred by any of the Purchaser Indemnified Persons that arise out of:

Examples of Purchaser Losses in a sentence

• Notwithstanding anything contained herein to the contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses (i) under this Agreement pursuant to Section 8.1(a)(i) in excess of $5,500,000 (the “Cap”) or (ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(a)(iii)) in excess of an amount equal to the Purchase Price.

• Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the applicable Shareholder or Shareholders (the “Indemnifying Party”) for any Purchaser Losses, such Indemnified Party shall provide written notice thereof to the Indemnifying Party.

• Purchaser, in addition to the other rights and remedies specifically available to it under this Agreement, shall have the right to set-off the amount of any Purchaser Losses against the amount of the Purchase Price which is held in escrow pursuant to the Escrow Agreement (the "Escrowed Funds").

• With respect to any Claim as to which the Purchaser may be entitled to indemnification under Sections 10.1(d) or (e), the Sole Member shall not be liable for any individual or series of related Purchaser Losses which do not exceed Ten Thousand and 0/100 dollars ($10,000).

• Except with respect to any claim for breach of any Fundamental Representation, any representation or warranty contained in Section 3.9, with respect to any Claim as to which the Purchaser may be entitled to indemnification under Section 10.1(a), the Sole Member shall not be liable for any individual or series of related Purchaser Losses which do not exceed Ten Thousand and 0/100 dollars ($10,000) (which Purchaser Losses shall not be counted toward the Basket).

More Definitions of Purchaser Losses

Purchaser Losses has the meaning ascribed to it in Section 9.2(a).

Purchaser Losses is defined in Section 6.1.

Purchaser Losses shall not include the matters referred to in Section 9.1(b) hereof. All statements contained in any schedule or other writing delivered by Seller pursuant hereto or in connection with the Transactions shall be deemed representations and warranties.

Purchaser Losses shall have the meaning set forth in SECTION 12.3.

Purchaser Losses has the meaning set forth in Section 9.01 of this Agreement.

Purchaser Losses has the meaning ascribed to it in Section 7.1.

Purchaser Losses. As defined in Section 10.2.