Indemnity Matter definition

Indemnity Matter means any matter for which any Indemnified Party is entitled to indemnification pursuant to this Section 7.2(a). With respect to claims for Losses, Buyer may not set-off the amount of such Losses against amounts due pursuant to the Note as provided in Section 7.6, unless and until Officer's Certificates (as defined in paragraph (b) below) identifying Losses in the aggregate exceeding $20,000 (the "Basket Amount") have been delivered to the Seller as provided in paragraph (e) below, in which case Buyer shall be entitled to recover only those Losses exceeding the Basket Amount. The Basket Amount shall not apply to the Purchase Price Adjustment.

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Indemnity Matter means any matter for which any Indemnified Party is entitled to indemnification pursuant to SECTION 7.2(A).

Indemnity Matter means any matter for which a Buyer Indemnified Party is entitled to indemnification under Article XI of the Securities Purchase Agreement.

Examples of Indemnity Matter in a sentence

• All waiting time and driving time shall be paid at the driver’s regular rate as per C.U.P.E. Local 4165 Agreement.

• Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Indemnity Matter may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld.

• The Indemnifying Party shall have the right to assume the defense or investigation of such Indemnity Matter and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts.

• After the delivery of a notice of an Indemnity Matter hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates.

• If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Indemnity Matter which the Indemnifying Party defends, or, if appropriate and related to the Indemnity Matter in question, in making any counterclaim against the person asserting the Indemnity Matter, or any cross-complaint against any person.

• No Indemnity Matter may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party.

• In the event Borrower does not accept the defense of the Indemnity Matter as provided above, Indemnified Party shall have the full right to defend against such Claim, in its sole discretion, and pursue its rights hereunder.

• Borrower shall be obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in connection with any Indemnity Matter at the time such costs and expenses are incurred and such Indemnified Party has given Borrower written notice thereof.

• Each of Avnet and each Founding Stockholder shall, on a joint and several basis, indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against all Losses incurred by any of them that arise out of or result from the Special Indemnity Matter (as defined in Schedule 4(d) attached hereto).

• Avnet represents and warrants that Buyer has been furnished with all facts that are material to the Special Indemnity Matter (as defined in Schedule 4(d) attached hereto) and that are within the Knowledge of Avnet.

More Definitions of Indemnity Matter

Indemnity Matter means (1) any price adjustment due to the Purchaser pursuant to Article 2 of the Share Purchase Agreement; (2) any event or state of facts as to which the Shareholders have agreed to indemnify Amcast, Italco or the Companies pursuant to Article 9 of the Share Purchase Agreement; and (3) any other payment due from the Sellers to the Purchaser in connection with the Share Purchase Agreement.

Indemnity Matter has the meaning set forth in Section 5.9 of the Disclosure Schedules.

Indemnity Matter means “any matter” for which Defendant “is or may be entitled to indemnification pursuant” to the SPA of which Plaintiffs’ “Agent shall have received notice.” SPA, p. 56. “Indemnity Claim” means “a claim for the recovery of Buyer Damages that is disputed by the [Plaintiffs]’ Agent.” Id., p. 55.

Indemnity Matter has the meaning set forth in Schedule 8.1(b).