Buyer Indemnifiable Claims definition

Buyer Indemnifiable Claims shall have the meaning set forth in Section 11.3(a).
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Buyer Indemnifiable Claims has the meaning ascribed to such term in Section 12.1.
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Examples of Buyer Indemnifiable Claims in a sentence

  • Notwithstanding the foregoing, none of the limitations on indemnification set forth in this Section 11.4(a) will apply to (i) Sellers' or Nextera's breach of representations made in Section 5.1, 5.2, 5.6, 5.11, 5.12, 5.14, 5.16, 6.1, 6.2, 6.3, 6.4 and 8.7 (ii) any Seller Indemnifiable Claims by Buyer pursuant to Section 11.2(a)(B), 11.2(a)(C) or 11.2(a)(D) or (iii) any Buyer Indemnifiable Claims by Seller pursuant to Section 11.3(a)(B) or 11.3(a)(C).

  • Claims under clauses (a) through (c) of this Section 13 are hereinafter collectively referred to as "Buyer Indemnifiable Claims".

  • Subject to the exceptions set forth in Sections 5.03(d) and (e), the Stockholders shall not be obligated to indemnify Buyer Indemnified Parties in respect of Buyer Indemnifiable Claims after the cumulative amount of all Buyer Indemnifiable Claims exceeds forty percent (40%) of the Total Purchase Price.

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  • Notwithstanding anything to the contrary contained herein, Buyer and PARENT shall have no obligation to indemnify Seller for one or more breaches of representations, warranties, covenants or agreements pursuant to this Article 7 until the aggregate amount of Buyer Indemnifiable Claims exceeds $100,000.00 (the "Buyer Threshold"), and thereafter, only to the extent such claims exceed the Buyer Threshold.

  • Notwithstanding anything to the contrary contained herein, Buyer and Parent shall have no obligation to indemnify Seller for one or more breaches of representations, warranties, covenants or agreements pursuant to this Article 7 until the aggregate amount of Buyer Indemnifiable Claims exceeds $100,000.00 (the "Buyer Threshold"), and thereafter, only to the extent such claims exceed the Buyer Threshold.

  • Claims under clauses (a) through (e) of this Section 5.02 hereinafter collectively referred to as "Buyer Indemnifiable Claims".

  • Buyer's sole remedy for default on the part of a Stockholder under this Section 5.2(b) shall be those remedies set forth in Section 8.2 hereof for Buyer Indemnifiable Claims, subject to the limitations and qualifications set forth in Sections 8.2(b)(i), (ii), and (iv) through (vii).

  • Claims under clauses (a) through (c) of this SECTION 13 are hereinafter collectively referred to as "Buyer Indemnifiable Claims".

  • Subject to the exceptions set forth in Sections ----------- 10.3(c) and 10.3(e) below, all Buyer Indemnifiable Claims and Buyer Indemnifiable Losses shall be satisfied solely from the Cash Escrow Amount and the Escrowed Shares held in escrow pursuant to the Escrow Agreement.

Related to Buyer Indemnifiable Claims

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.