Buyer Indemnities definition

Buyer Indemnities shall have the meaning set forth in Section 7.1.

Buyer Indemnities as defined in Section 7.2(a).

Buyer Indemnities shall have the meaning set forth in Section 10.2.

Examples of Buyer Indemnities in a sentence

• In the event that Supplier is unable to secure such rights of use or to secure an equivalent item as a substitute for Buyer or its customers, Supplier will indemnify the Buyer Indemnities for any and all Losses sustained by reason of such injunction.

• Amounts that (i) the Trust and the Buyer agree in writing are due or (ii) upon a final determination by a court of competent jurisdiction or arbitrator that such amounts are due to the Buyer Indemnities under Sections 8(a) , (b) and (c) may be satisfied by set-off by the Buyer Indemnities, at their sole election, against any Royalty Consideration then due or to become due in the future.

• Subject to the provisions of this Section 6, if the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount.

• Except to the extent the Seller is indemnifying the Buyer Indemnities pursuant to Section 8(b)(ix)(E), the Buyer agrees to RELEASE, INDEMNIFY AND HOLD HARMLESS the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to bringing into compliance any violations identified in the reports filed by the Seller pursuant to Section 5(d)(iv).

More Definitions of Buyer Indemnities

Buyer Indemnities has the meaning set forth in the Section 6.02.

Buyer Indemnities is defined in Section 16.1.

Buyer Indemnities has the meaning set forth in §6.1.

Buyer Indemnities is defined in Section 9.1.

Buyer Indemnities shall have the meaning as set forth in Section 8.3. “Buyer Material Adverse Effect” shall mean any event, effect, development, occurrence, fact, condition or change that, individually or in the aggregate with all other events, effects, occurrences, facts, conditions or changes, has been, or could reasonably be expected to be, materially adverse to: (a) the business, results of operations, condition (financial or otherwise), Liabilities (contingent or otherwise) or assets of the Buyer or its Affiliates, or (b) the ability of the Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis; provided, however, that, solely with respect to clause (a), “Buyer Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Buyer or its Affiliates operate; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Seller or the Sellers’ Representative; (vi) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by the Buyer or its Affiliates to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded) ); provided, however, that with respect to the foregoing subclauses (i), (ii), (iii) (iv), (vi) and (viii), such event, effect, occurrence, fact, condition or change may be taken into account in determining whether there is or has been a Buyer Material Adverse Effect to the extent it has a disproportionate effect on the Buyer relative to the other participants in the industries in which the Buye...

Buyer Indemnities has the meaning ascribed to it in Article 11 of this Agreement.

Buyer Indemnities means each Buyer and its Affiliates and their respective officers, directors, managers, members, partners, employees, agents and representatives, together with their respective successors and assigns.