Buyer Indemnified Liabilities definition

Buyer Indemnified Liabilities shall have the meaning set forth in Section 10.3.1 hereof.

Buyer Indemnified Liabilities means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer or any of them arising from, in connection with or as a result of any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement.

Buyer Indemnified Liabilities has the meaning given in Section 7(a).

Examples of Buyer Indemnified Liabilities in a sentence

• To the extent that the foregoing undertaking by the Buyer may be unenforceable for any reason, the Buyer shall make the maximum contribution to the payment and satisfaction of each of the Buyer Indemnified Liabilities that is permissible under applicable law; provided that the liability of the Buyer under this Section 7 shall be limited to an amount equal to the net proceeds received by the Buyer under this Agreement.

• The amount of any Buyer Indemnified Liabilities payable to the Buyer Indemnified Parties hereunder shall be reduced by the amount of any insurance proceeds actually received by Buyer from third parties as compensation for the Damages caused by the act, omission, fact or circumstance giving rise to the Buyer Indemnified Liabilities.

• No claims for indemnification shall be made under this Agreement against Seller unless and until the aggregate amount of all Buyer Indemnified Liabilities exceed Six Hundred Seventy Thousand Dollars ($670,000) (the "Triggering Amount"), at which point Seller shall be obligated to indemnify the Buyer Indemnified Parties from and against all of the Buyer Indemnified Liabilities relating back to the first dollar.

• To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Buyer Indemnified Liabilities which is permissible under applicable law.

• The Seller agrees to indemnify and hold the Buyer harmless from all Buyer Indemnified Liabilities.

More Definitions of Buyer Indemnified Liabilities

Buyer Indemnified Liabilities shall have the meaning given such term in Section 8.1.

Buyer Indemnified Liabilities is defined in Section 12.3.

Buyer Indemnified Liabilities is defined in Section 7.1.

Buyer Indemnified Liabilities means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitees or any of them arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement and (b) any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement.

Buyer Indemnified Liabilities means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitees or any of them arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement; (c) that any Patents or Marks infringes upon any patent, or any copyright, trademark, or trade secret of any third party; and (d) any obligation or liability of the Seller which Buyer has not assumed.

Buyer Indemnified Liabilities means: any Indemnifiable Loss attributable to (i) any litigation that is set forth on Section 3.7 of the Seller Disclosure Schedule, (ii) indemnity obligations of the Seller in respect of Taxes, as set forth in Section 6.9 of this Agreement, (iii) any fraud committed by the Seller or the Company (provided that the foregoing reference to the Company refers to fraud committed prior to the Closing Date), (iv) any costs and damages attributable to the period of time prior to the Closing and for which the Company is responsible pursuant to paragraph 24 of the Xxxxxxx Lease (any such costs and damages, the “Xxxxxxx Claims”), (v) claims in respect of Excluded Assets, and (vi) claims in respect those matters disclosed on Section 3.9(i) of the Seller Disclosure Schedule; and

Buyer Indemnified Liabilities has the meaning set forth in Section 5.1.