Examples of Seller Losses in a sentence
The aggregate payments by the Buyer in respect of its indemnification obligations under this Section 11.3 (except for payments made with respect to Seller Losses in connection with Buyer's failure to pay the Purchase Price specified in Section 2.1 or Buyer Fraud) shall not exceed $12,500,000 (the "Buyer's Ceiling").
Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses (i) under this Agreement pursuant to Section 8.1(b)(i) in excess of the Cap; provided, however, that the limitations set forth in clause (i) shall not apply to any breaches of any Fundamental Representation or(ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(b)(iii)) in excess of an amount equal to the Purchase Price.
Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to make any indemnification payment under Section 9.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties collectively exceed the Threshold, and then any indemnification with respect to such Seller Losses shall be made by Purchaser only to the extent of such excess over such Threshold.
Review of established office procedures -- signing of checks, filing of original invoices, bids, use of petty cash, filing of void checks, reconciliation of bank statements, etc.
For the avoidance of doubt, and notwithstanding anything to the contrary, Purchaser’s obligations to defend, indemnify and reimburse Seller and its Affiliates against and for all Seller Losses pursuant to this Section 6.2(a) shall not be subject to any time (except as set forth in Section 6.2(e)) or monetary limitations.