Capped Buyer Indemnified Costs Sample Clauses

Capped Buyer Indemnified Costs. With respect to any claim by a Buyer Indemnified Party against any Selling Common Stockholder for Capped Buyer Indemnified Costs payable under Section 11.1, the Buyer Indemnified Party shall seek and be entitled to payment only out of the Holdback Amount (and not from any Selling Stockholder) for all amounts due to the Buyer Indemnified Party from such Selling Common Stockholder with respect to such claim in an amount not to exceed the Maximum Escrow Amount (as defined below) of such Selling Common Stockholder. In no event shall the Buyer Indemnified Party be entitled to be paid out of the Holdback Amount in respect of claims against a Selling Common Stockholder for Capped Buyer Indemnification Costs in an amount in excess of such Selling Common Stockholder's Maximum Escrow Amount. In no event shall any Buyer Indemnified Party be entitled to any payment in respect of Capped Buyer Indemnification Costs other than from the Holdback Amount. In the event of any claim by a Buyer Indemnified Party against one or more Selling Stockholders for Capped Buyer Indemnified Costs payable under Section 11.1, each Selling Stockholder's Maximum Escrow Amount shall be reduced (but not below zero) by such Selling Stockholder's pro rata portion, determined in accordance with such Selling Stockholder's Percentage Interest, of the amount paid out of the Holdback Amount in respect of such claim (or, if applicable, such Selling Stockholder's Maximum Escrow Amount shall be reduced (but not below zero), and, to the extent that the portion of such claim for which such Selling Stockholder would otherwise be liable exceeds such Selling Stockholder's Maximum Escrow Amount as of the time of payment of such claim out of the Holdback Amount, then, notwithstanding any other provision in this Agreement to the contrary, the Buyer Indemnified Party shall not be entitled to seek or receive payment from such Selling Stockholder (or any other Selling Stockholder) directly or otherwise for such excess; provided, with respect to indemnification claims payable to Buyer pursuant to Section 11.1(a), that the Buyer Indemnified Party shall then be entitled to seek the remaining amount of such claim only out of the Holdback Amount from such other Selling Stockholders whose respective Maximum Escrow Amounts exceed zero, pro rata based upon the Maximum Escrow Amounts of such Selling Stockholders as of the time of payment of such claim, until such claim has been paid in full or each Selling Stockholder's M...
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Related to Capped Buyer Indemnified Costs

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Indemnified Parties Section 8.2

  • Buyer Indemnity (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

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