Indemnified Representations definition

Indemnified Representations means (a) with respect to each Equity Contributor, those representations and warranties of each Equity Contributor set forth in Section 3.1(a), Section
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Indemnified Representations has the meaning set forth in Section 9.1. “Indemnifying Party” has the meaning set forth in Section 9.3(a).
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Indemnified Representations means, in respect of the bcIMC Sellers, the Fundamental Representations of the bcIMC Sellers as provided hereunder.
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Examples of Indemnified Representations in a sentence

  • The representations and warranties set forth in Article III (other than the Seller Indemnified Representations), Article IV and Article V (other than the Acquiror Indemnified Representations) shall terminate at the Closing.

  • Any claim for a breach of an Indemnified Representation must be delivered prior to the expiration of the applicable survival term set forth in this Section 9.1. It is the intention of the Parties that the survival period and termination date set forth in this Section 9.1 supersede any statute of limitation applicable to such Indemnified Representations or claim with respect thereto.

  • The indemnification obligations of the Parties contained in Article VIII and the Indemnified Representations with respect to Section 3.8 and Section 4.7 shall be continuing and shall survive the Closing until 30 days after the statute of limitations closes for the taxable year to which any Taxes associated with such indemnification obligations relate.

  • The Indemnified Representations (other than with respect to Section 3.8 and 4.7) of the Parties shall survive the Closing for a period of one year after the Closing Date.

  • A bcIMC guarantor will be required to backstop the Indemnified Representations provided by bcIMC to the extent that following the closing, bcIMC has insufficient assets to satisfy its indemnification obligations.

  • The representations and warranties of the Shareholder, the Company and the Parent set forth in this Agreement will expire pursuant to Section 10.01, provided that the Indemnified Representations will survive the execution and delivery of this Agreement until the twelve-month anniversary of the Closing Date, at which time such representations and warranties will expire.

  • The Indemnified Representations shall expire on the date one year following the Closing Date and thereafter shall have no further force and effect.

  • No amount shall be payable by the Indemnifying Party under Sections 8.1(a), 8.1(b), 8.2(a) or 8.2(b) (other than with respect to the Fully Indemnified Representations and Covenants) for any individual item or series of related items where the Losses relating to such item or items is less than Twenty-Five Thousand Dollars ($25,000) (the "Threshold"), and such amounts shall not be applied against the Deductible.

  • For the for the avoidance of doubt, and except with respect to the Fully Indemnified Representations (which are uncapped), the Indemnifying Equityholders' aggregate liability under [**] above shall in no event exceed $[**].

  • For the for the avoidance of doubt, and except with respect to the Fully Indemnified Representations (which are uncapped), the Indemnifying Equityholders’ aggregate liability under Section 8.2(a)(i) above and under Section 8.2(a)(vi) above shall in no event exceed $19,000,000.


More Definitions of Indemnified Representations

Indemnified Representations means, in the case of Chiron, the representations and warranties of Chiron set forth in Section 8.1, 8.2, 8.3, 8.4 and 8.5 and, in the case of Purchaser, the representations and warranties of Purchaser set forth in Article 9.
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Indemnified Representations means the representations and warranties set forth in Section 3.01, Section 3.04 and Section 3.12(a) of this Agreement.
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Related to Indemnified Representations

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).