Examples of Buyer Indemnitor in a sentence
This means that you will need to make hardcopies of the readings posted on Reserves and/or bring in notes from the reading.
An Indemnification Claim based upon a breach of the representations and warranties set forth in Sections 2.2, 2.3, 2.4, 2.5, 2.10(a) or 2.12 or based upon the failure of any Buyer Indemnitor to perform the covenants and agreements to be performed by them hereunder may be made at any time.
Buyer Indemnitor shall have no obligation to indemnify the Seller Indemnitees for Losses in excess of $860,000.
The parties agree that the Seller Indemnitee or Buyer Indemnitee, as the case may be, has the absolute right of offset for Claims made pursuant hereto, against any payment that may be due from Buyer or Seller Indemnitee to Seller or Buyer Indemnitor, even though the provisions of this Agreement will remain enforceable in accordance with its terms.
If the Buyer Indemnitor Parties assume the defense of any Proceeding, the Seller Indemnitee will have no liability with respect to any compromise or settlement of any claims effected without its consent unless the sole relief provided is monetary damages that are paid in full by the Buyer Indemnitor Parties.
If Indemnitor is Buyer, Indemnitor shall within thirty (30) days after transmittal of such notice pay to such Indemnified Party the amount of such Loss so sustained, subject to the right to contest any claim which has not yet resulted in a Loss, as herein provided.
Section 11.4 Procedures for Indemnification by the Buyer Indemnitor Parties.
If the Equityholder Representative or Buyer Indemnitor, as applicable, does not deliver a Claim Dispute Notice to the Buyer Indemnitor or Equityholder Representative, respectively, prior to the expiration of such 30-day period, then each claim or indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in the applicable Indemnitee’s favor for purposes of this Article 11 on the terms set forth in the Claim Certificate.
The Buyer Indemnitor Parties will be entitled to defend or compromise any such action, and the affected Seller Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Seller Indemnitee’s choice and shall in any event cooperate with and assist the Buyer Indemnitor Parties to the extent reasonably possible.
If with respect to a third party, a Buyer Indemnitor Event of Breach occurs or is alleged and a Seller Indemnitee asserts that the Buyer Indemnitor Parties have become obligated to such Seller Indemnitee pursuant to Section 11.3 hereof, or if any Proceeding is begun, made or instituted by a third party as a result of which the Buyer Indemnitor Parties may become obligated to a Seller Indemnitee hereunder, such Seller Indemnitee shall give written notice to the Buyer Indemnitor Parties.