Buyer Indemnified Party definition
Examples of Buyer Indemnified Party in a sentence
Neither a Seller Party nor any Releasing Party shall agree to make any claims against any directors or officers insurance policy maintained or to be maintained by or for the benefit of the Company in respect of amounts due to a Buyer Indemnified Party under Section 8.1 or otherwise in connection with this Agreement or the Collateral Agreements.
Any Retained Amount shall remain in the Indemnity Holdback Account until released to a Buyer Indemnified Party (or its designee) in satisfaction of an outstanding claim or to the Sellers pursuant to Section 6.5(b) below.
If any Claimed Amount is resolved in favor of the Sellers by mutual agreement or otherwise, or if the amount withheld exceeds the amount ultimately payable to a Buyer Indemnified Party in respect of such Claimed Amount, the Buyer shall either (i) if such resolution occurs prior to the end of the Holdback Period, return such amount to the Holdback Account or (ii) if such resolution occurs thereafter, treat such amount as a Retained Amount in accordance with Section 6.5(b) below.
Subject to the limitations of this Article VIII, and other than with respect to any Fundamental Representations and a claim for Fraud, any indemnification of a Buyer Indemnified Party pursuant to Section 8.1(a)(i) shall be recovered from Seller Parties, jointly and severally, paid in accordance with Section 8.4(a)(i)(B) until such Damages have been paid in full.