Buyer Indemnification Claim definition

Buyer Indemnification Claim has the meaning set forth in Section 12.1(a).

Buyer Indemnification Claim means, as to any Buyer, any indemnification claim of such Buyer or any of its Affiliates against any Seller or any of its Affiliates with regard to any Equity Interest.

Buyer Indemnification Claim is defined in Section 5.3(b) ----------------------------- ------ hereof.

Examples of Buyer Indemnification Claim in a sentence

• The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement.

• The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim.

• For purposes of this Agreement, (x) an “Unresolved Claim” means a Buyer Indemnification Claim that has been asserted and notified to the Indemnifying Sellers pursuant to an Indemnification Notice but the amount of which has not been fully paid, and (y) the amount of an Unresolved Claim means the amount of such claim remaining subject to dispute.

• The term "Indemnification Claim" shall mean a Buyer Indemnification Claim or a Seller Indemnification Claim, as appropriate.

• Seller agrees to cooperate with the transition of the defense of the Buyer Indemnification Claim to Buyer.

• The Buyer shall have the right from time to time to set-off against the Additional Consideration the entire amount of any Buyer Indemnification Claim by notifying Seller it is reducing or eliminating any payments which may otherwise be due pursuant to Sections 3.2(a), (b), (c), (d) or (e) or Section 3.6.

• Upon receipt of such notice, Buyer shall undertake defense of the Buyer Indemnification Claim and Buyer shall confirm to Seller in writing that Buyer accepts defense of the Buyer Indemnification Claim.

• If the Shareholder Representative does not dispute all or any part the Buyer Indemnification Claim in a written notice delivered to the Buyer within thirty (30) days of receipt of the Claim Notice, the Shareholder Representative shall be deemed to have accepted responsibility for that\undisputed Buyer Indemnification Claim set forth in such Notice, on behalf of the Seller Parties, and shall have no further right to contest such undisputed Buyer Indemnification Claim.

• If the Shareholder Representative disputes any portion of a Buyer Indemnification Claim in writing in accordance with this Section 7.5(a), the parties shall attempt to resolve such dispute in accordance with Section 7.5(d).

• If Buyer fails to notify Seller in writing within ten (10) days following Buyer’s receipt of a written notice of a Buyer Indemnification Claim, then Seller shall be entitled to undertake defense of the Buyer Indemnification Claim and Buyer shall reimburse Seller on demand for all costs, fees and expenses incurred by Seller in connection with such defense of the Buyer Indemnification Claim.

More Definitions of Buyer Indemnification Claim

Buyer Indemnification Claim is defined in Section 10.4(a).

Buyer Indemnification Claim has the meaning given to it in Section 9.2(d)(i).

Buyer Indemnification Claim shall have the meaning given such term in Section 10.1.