Examples of Buyer Indemnitors in a sentence
Any written notice delivered by a Seller Indemnitee to the Buyer Indemnitors with respect to Seller Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Seller Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.
The Buyer Indemnitors shall not have any obligation to indemnify or hold harmless Selling Party Indemnitees with respect to any Selling Party Indemnifiable Losses arising under Section 1.2(b)(i) that exceed, in the aggregate, the Liability Cap.
The Buyer Indemnitors acknowledge and agree that, among the Seller Indemnified Parties, a primary beneficiary of the foregoing indemnity are the respective direct and indirect limited partners of the Partnerships and, accordingly, provided that any of the foregoing (i), (ii) or (iii) has occurred, such limited partners shall have the right to enforce the indemnity in their own stead, which enforcement shall not be contested in any manner on account thereof.
The Buyer Indemnitors shall pay to the Buyer any refunds to which the Buyer, the Company and its Subsidiaries are entitled under this Section 12.7 reasonably promptly after such refunds are received by any of the Equityholders, but no later than 30 days after such receipt.
The Company, the Buyer Indemnitors and the parties listed in Schedule 3.19 shall have delivered an agreement in the form attached as Exhibit J hereto by which the Buyer Indemnitors shall have assumed, and the Company shall have been released from, all obligations in respect of the agreements and arrangements required to be listed on Schedule 3.19.
This Agreement may not be amended except by a written agreement executed by Buyer, Indemnitors and Escrow Agent.
Notwithstanding any other provision hereof, the Buyer Indemnitors shall defend, indemnify and hold the Stockholders harmless from and against, and promptly reimburse the Stockholders for, any Losses that any Stockholder incurs or to which any Stockholder becomes subject, arising out of the foregoing matters.
The Buyer shall indemnify and hold the Equityholders harmless from and against any Losses arising in respect of any Tax imposed on the Company or any of its Subsidiaries (or for which the Company or any of its Subsidiaries is liable under applicable Tax law) other than any such Taxes for which the Buyer Indemnitors are liable under this Article XII or Article X.
Additionally, see SBA’s Standard Operating Procedure (SOP) 50 10 5, Subpart B, Chapter 3.
The obligations of the Seller to indemnify the Buyer Indemnitees under Section 5.2 hereof with respect to Buyer Damages and the obligations of the Buyer Indemnitors to indemnify the Seller Indemnitees under Section 5.3 with respect to Seller Damages, in either case resulting from the assertion of liability by third parties (each, as the case may be, a "Claim"), will be subject to the terms and conditions described in Section 7.4 of the Stock Purchase Agreement.