Buyer Indemnification Event definition

Buyer Indemnification Event means the following:

Buyer Indemnification Event is defined in Section 8.2(b)(i).

Buyer Indemnification Event means (i) the failure of any representation or warranty made by the Company in Article III to be accurate as of the date of this Agreement, (ii) the breach or non-fulfillment in any respect of any covenant or agreement made by the Company in this Agreement or in any agreement, instrument or other writing delivered to Buyer in connection with this Agreement, (iii) the incurrence by any of the Buyer Indemnified Parties of any Losses relating to or arising from the Company Option Actions, (iv) the incurrence by any of the Buyer Indemnified Parties of any Losses relating to, arising from or in connection with the Preferred Consents, (v) the incurrence by Buyer of any Losses relating to, arising from or in connection with the exercise of dissenters’ rights by the Dissenting Shareholders (it being understood that any amounts less than or equal to the consideration that would have been received by such Dissenting Shareholder under Article II hereof that are paid to the Dissenting Shareholders in connection with the exercise of dissenters’ rights pursuant to Florida Law shall not constitute Losses for purposes of this Article VII) or (vi) the incurrence by any of the Buyer Indemnified Parties of any Losses relating to or arising from any sales, use or similar Taxes arising from activities conducted prior to the Effective Time and that are attributable to (A) the Company’s sales to its customers of prepaid cards, stored value cards or other similar devices or products, and (B) the provision of services. Notwithstanding anything to the contrary contained in this Agreement, any Losses related to any litigation set forth on Schedule 3.13 shall not be entitled to indemnification under this Article VII.

Examples of Buyer Indemnification Event in a sentence

• From and after the Effective Time, the Buyer Indemnified Parties shall be indemnified and held harmless from and against any and all Losses that are incurred or suffered by Buyer Indemnified Parties or any of them by reason of a Buyer Indemnification Event.

• No Losses in respect of a claim based on a Buyer Indemnification Event shall be included in determining whether the Deductible has been reached unless an Indemnification Notice seeking indemnification for such Losses has been given by Buyer Indemnified Parties to the Shareholder Representatives in accordance with this Article VII.

• Notwithstanding anything to the contrary contained in this Agreement, the Cap shall not be applicable to the Unlimited Indemnification Events (except that the Cap shall be applicable to the Buyer Indemnification Event described in Section 7.3(a)(vi)).

• In addition to SAIC's right to deduct the aggregate amount of Damages arising from a Buyer Indemnification Event from the Holdback Amount, subject to the terms, conditions and limitations of this Article X, Xxxxxxx shall indemnify, defend and hold harmless the SAIC Parties from and against all Damages suffered by, imposed upon or incurred by any Indemnitee(s) or, resulting from, relating to or arising out of any Buyer Indemnification Event.

• In addition to the Buyer's right to deduct the aggregate amount of Damages from the Holdback Amount, subject to the terms and conditions of this Article IX, the Company and COMARCO each, jointly and severally, hereby agrees to indemnify, defend and hold harmless the Buyer Indemnitees and each of them from and against all Damages asserted against, imposed upon or incurred by the Buyer Indemnitees or any Buyer Indemnitee, resulting from, relating to or arising out of a Buyer Indemnification Event.

• If the Closing shall occur, (i) the Sellers hereby agree to indemnify and hold harmless the Buyer from and against any and all Losses which are incurred or suffered by the Buyer by reason of a Buyer Indemnification Event and (ii) the Buyer hereby agrees to indemnify the Sellers from and against any and all Losses which are incurred or suffered by the Sellers or any of them by reason of a Seller Indemnification Event.

• Preamble Buyer Indemnification Event ..................................

• The maximum aggregate amount recoverable by the Buyer Indemnified Parties for any and all Buyer Indemnification Events under this Section 8.2 shall in the aggregate be equal to twenty percent (20%) of the Purchase Price, provided that the foregoing limitation shall not apply to any Buyer Indemnification Event described in clause (y) of Section 8.2(b)(i) or to Losses resulting from the Sellers’ breach of Section 2.16(a) (the sole and exclusive remedy for which is in Section 8.2(c) of this Agreement).

• No Losses in respect of a claim based on a Buyer Indemnification Event shall be included in determining whether the Deductible has been reached unless an Indemnification Notice seeking indemnification for such Losses has been given by the Buyer Indemnified Parties to the Sellers in accordance with this Section 8.2 and such Losses have been determined by the Sellers in their reasonable judgment to result from an Indemnification Event.

• No Losses in respect of a claim based on a Buyer Indemnification Event shall be included in determining whether the Threshold Deductible has been reached unless an Indemnification Notice seeking indemnification for such Losses has been given by the Buyer Indemnified Parties to the Seller in accordance with this Section 8.2 and such Losses have been determined by the Seller in its reasonable judgment to result from an Indemnification Event.

More Definitions of Buyer Indemnification Event

Buyer Indemnification Event. (i) any inaccuracies or breach of any representation or warranty of the Buyer contained in this Agreement.

Buyer Indemnification Event means the following: --------------------------- (i) (A) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, any Schedule or Exhibit attached hereto, the Xxxx of Sale, the Assignment and Assumption Agreement or any certificate delivered by the Seller in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (B) the breach of any agreement or covenant of the Seller contained in this Agreement, the Xxxx of Sale, or the Assumption or Assignment Agreement which is not cured within thirty (30) days after the Seller receives written notice of such breach from the Buyer;

Buyer Indemnification Event is (i) any breach or inaccuracy of any representation or warranty made by the Sellers in this Purchase Agreement or in any Seller Ancillary Agreement, (ii) any breach of any covenant or agreement made by the Sellers in this Purchase Agreement or in any Seller Ancillary Agreement, including, without limitation, failure by Sellers to satisfy any and all Excluded Liabilities and any Losses of Buyer relating to Sellers’ failure to satisfy any and all Excluded Liabilities when due or otherwise, (iii) any claim or allegation brought by any stockholder of Parent in connection with, relating to, or involving the transactions contemplated by this Purchase Agreement, or (iv) any and all claims, allegations or Losses incurred or suffered by Buyer relating to any collocation agreement to which either of the Sellers or their Affiliates is party with iPass Inc., and any licenses thereunder. “Seller Indemnification Event” is (i) any breach or inaccuracy of any representation or warranty made by the Buyer in this Purchase Agreement or (ii) any breach of any covenant or agreement made by the Buyer in this Purchase Agreement or any Seller Ancillary Agreement. “Indemnification Event” is either a Buyer Indemnification Event or a Seller Indemnification Event as the context may require. “Indemnification Notice” is a written notice delivered to the Sellers by the Buyer, or to the Buyer by the Sellers, which notice states the Buyer or the Sellers, as applicable, demands indemnification under this Section 8.02 with respect to Losses arising from a therein-specified Indemnification Event. “Losses” are any and all losses, damages, liabilities, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) sustained, suffered or incurred by the party seeking indemnification on account of any Indemnification Event; provided, however, that in no event shall “Losses” include consequential, incidental, special, punitive or similar damages, including, without limitation, loss of profits, goodwill or capital, or downtime expenses..

Buyer Indemnification Event shall have the meaning set forth in Section 5.1.

Buyer Indemnification Event means a matter or event for which Buyer shall have a right of offset against the Holdback Amount pursuant to Section 9.2.A., without any limitation to the Holdback Amount, or a claim for indemnification pursuant to Article XI.