Buyer Indemnifiable Loss definition

Buyer Indemnifiable Loss has the meaning set forth in Section 8.2.
Sample 1Sample 2Sample 3

Examples of Buyer Indemnifiable Loss in a sentence

  • Such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be sustained by the Buyer Indemnitee.

  • Applications SHOULD follow "common form" when generating HTTP constructs, since there might exist some implementations that fail to accept anything beyond the common forms.

  • The Buyer will forward to the Seller all Pre-Closing APs received by the Company in the ordinary course of business during the thirty (30) day period commencing on the Closing Date, and Seller will pay such Pre-Closing APs. All Pre-Closing APs received by the Company after such thirty (30) day period will be paid by the Buyer, but all amounts so paid will each be a Buyer Indemnifiable Loss (as defined in Section 9.1) in accordance with the terms of Article IX.

  • Any Buyer Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Buyer Indemnified Parties with respect to the Buyer Indemnifiable Loss.

  • Any Buyer Indemnified Party seeking indemnity hereunder shall use commercially reasonable efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Buyer Indemnifiable Loss.

  • Any Buyer Indemnifiable Losses and any related claims for, or obligations of, indemnification under this Article VI shall be net of any insurance recovery actually received by any Buyer Indemnitee related to the Buyer Indemnifiable Loss in question, offset by any cost or expense related to or resulting from such recovery.

  • The D&O Obligations of the Acquired Entities shall continue during such period, provided, however, that any Loss incurred on account thereof shall be a Buyer Indemnifiable Loss pursuant to Article XII.

  • In each such case, the Buyer (on its own behalf or on behalf of any other Buyer Indemnitees if such claim, assertion, action or proceeding involves another Buyer Indemnitee) shall direct, through counsel of its own choosing reasonably acceptable to the Sellers, the response to, defense of or settlement of any such claim, assertion, investigation, inquiry, action or proceeding, but the cost thereof and any other Loss resulting therefrom shall be a Buyer Indemnifiable Loss in accordance with the Article XII.

  • No indemnification shall be payable with respect to Buyer Indemnifiable Losses described in or arising under Section 8.1(b) except to the extent the cumulative amount of all Buyer Indemnifiable Losses under Section 8.1(b) exceeds One Hundred Thousand Dollars ($100,000) in the aggregate (the “Shareholder Basket”), whereupon the total amount of such Buyer Indemnifiable Loss (commencing from the first dollar) shall be recoverable in accordance with the terms hereof.

  • The Sellers agree, among themselves, that to the extent that any Seller is required to indemnify any Buyer Indemnitee for any Buyer Indemnifiable Loss, the indemnifying Seller shall be entitled to contribution from the other Seller for the indemnifying Seller’s share of the Indemnifiable Losses paid by the indemnifying Seller in proportion to the Consideration received by such Seller.

Related to Buyer Indemnifiable Loss

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

  • 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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

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

  • 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.

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

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • 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.

  • 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.