Buyer Indemnifying Party definition
Examples of Buyer Indemnifying Party in a sentence
Buyer (the "Buyer Indemnifying Party"), agrees to indemnify and hold Seller (the "Seller Indemnified Party") harmless in respect of the aggregate of all indemnifiable Damages of any of Seller Indemnified Parties.
No claim for the recovery of indemnifiable Damages pursuant to clause (i) of Section 10.2. may be asserted by Seller Indemnified Party against Buyer Indemnifying Party or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.
The aggregate indemnity obligations of any Buyer Indemnifying Party pursuant to this Article 6 shall be uncapped.
Sellers shall take, and shall cause each other Seller Indemnified Party to take, reasonable measures to mitigate the consequences of any breach giving rise to an indemnification obligation of the Buyer Indemnifying Party under this Agreement.
Notwithstanding anything herein to the contrary, in no event shall any Seller Indemnified Party or Buyer Indemnified Party be entitled to make any Interparty Claim for Losses against any Seller Indemnifying Party or Buyer Indemnifying Party, as applicable, related to Losses arising out of the failure to obtain any consent required by a Contract in connection with the transactions contemplated by this Agreement.
Buyer ("Indemnifying Party") shall indemnify, subsequent breach or default.
The maximum amount of all losses for which a Buyer Indemnifying Party shall be liable to the Transferor Indemnitees pursuant to Section 11.03 shall be an amount equal to 10% of the Total Consideration.
Conversely, to the extent that any breach of a representation, warranty or covenant made by Global or Buyer is capable of remedy or cure, the Sellers shall, and shall cause each other Seller Indemnified Party to, afford the Buyer Indemnifying Party thirty (30) days to remedy or cure the breach and provide to the Buyer Indemnifying Party all reasonable assistance (including access to buildings, offices, records, files, properties and assets) in connection with such remedy or cure.
With respect to the measurement of "Indemnifiable Damages", the Seller Indemnified Party shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer Indemnifying Party been true and correct and had each of the covenants of Buyer Indemnifying Party been performed in full.
If Buyer does not agree that the Direct Claim is one for which a Buyer Indemnifying Party is required to indemnify the Seller Indemnified Party, it shall give the Seller Representative a Buyer Objection Notice within fifteen (15) days following Buyer’s receipt of the Seller Indemnification Notice.