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 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.

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

• 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.

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

• If any third party Claim is commenced in which any Buyer Indemnitee is a party that may give rise to a Claim for indemnification against Seller hereunder (an "Buyer Indemnification Claim") then such Buyer Indemnitee will promptly give notice to Seller of such Claim.

• After the expiration of such thirty (30) day period, the Escrow Agent shall be directed to distribute funds from the applicable Escrow Account in accordance with Section 7.5(b), provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the Buyer Indemnification Claim made in such certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day period.

• 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).

• In determining the amount of any Buyer Indemnification Claim or Shareholder Indemnification Claim, for all purposes hereunder, there shall be taken into account any income or other Tax benefit which the Claiming Party may actually have received or be entitled to receive (if in the future, at its present value) as a result of the Losses forming the basis of such claim.

• In the event any Buyer Indemnification Claim is made by a Buyer Indemnified Party pursuant to a Claims Notice delivered to the Shareholder Representatives prior to the Final Escrow Release Date, such Buyer Indemnified Party and the Shareholder Representatives shall negotiate in good faith to reach an agreement upon the amount on deposit in the Escrow Fund (valued at the Agreed Stock Value for each Xxxxxxx Share held therein) that should be reserved in respect of such Claims Notice (a “Reserved Amount”).

• A Buyer Indemnification Claim as a result of fraud may be made at any time.

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.