Purchase and Sale Indemnified Party definition

Purchase and Sale Indemnified Party has the meaning set forth in Section 9.1 of the Sale Agreement.

Purchase and Sale Indemnified Party shall have the meaning assigned to such term in Section 8.1 hereof.

Purchase and Sale Indemnified Party has the meaning set forth in Section 8.1 of the Xxxxxxx Xxxx Agreement.

Examples of Purchase and Sale Indemnified Party in a sentence

• The reimbursement, indemnity and contribution obligations of such Originator under this Section shall be in addition to any liability which such Originator may otherwise have, shall extend upon the same terms and conditions to Purchase and Sale Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of such Originator and the Purchase and Sale Indemnified Parties.

• If any such claim or action shall be brought against a Purchase and Sale Indemnified Party, the Originator shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel satisfactory to the Purchase and Sale Indemnified Party.

• If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each Originator agrees that it shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

• If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each of the Originators, severally and for itself, shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

• If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then the Originator, severally and for itself, shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

• After notice from the Originator to the Purchase and Sale Indemnified Party of its election to assume the defense of such claim or action, the Originator shall not be liable to the Purchase and Sale Indemnified Party under this Article IX for any legal or other expenses subsequently incurred by Purchase and Sale Indemnified Party in connection with the defense thereof other than reasonable costs of investigation.

• If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then the Originator shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party as a result of such loss, claim, damage or liability to the maximum extent permitted under applicable law.

• If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each Originator, severally and for itself alone, and VWR, jointly and severally with each Originator, shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

• If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each Transferor agrees that it shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

• If for any reason the indemnification provided above in this SECTION 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then the Originator shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party as a result of such loss, claim, damage or liability to the maximum extent permitted under applicable law.

More Definitions of Purchase and Sale Indemnified Party

Purchase and Sale Indemnified Party has the meaning set forth in Section 9.1 of the Purchase and Sale Agreement. “Purchase and Sale Termination Date” has the meaning set forth in Section 1.4 of the Purchase and Sale Agreement. “Purchase and Sale Termination Event” has the meaning set forth in Section 8.1 of the Purchase and Sale Agreement. “Purchase Facility” has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement. “Purchase Limit” means (i) at any time on or after October 20, 2023 and prior to but excluding May 1, 2024, $200,000,000 and (ii) at any time on and after May 1, 2024, $100,000,000, in each case,, as of any date of determination, the aggregate Commitment of the Issuer at such time, as such amount may be subsequently reduced pursuant to Section 1.1(b) of the Agreement or increased pursuant to Section 1.1c of the Agreement; provided, that any such reduction or increase of the Purchase Limit then in effect pursuant to clauses (i) or (ii) above, as applicable,, shall automatically and permanently reduce or increase, as applicable, the amount of the Purchase Limit set forth in such other clauses above in the same proportion as the percentage of the reduction or increase, as applicable, of the Purchase Limit then in effect. References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit minus the then outstanding Capital. “Purchase Notice” has the meaning set forth in Section 1.2(a) of the Agreement. “Purchase Price” has the meaning set forth in Section 2.1 of the Purchase and Sale Agreement. “Purchase Report” has the meaning set forth in Section 2.1 of the Purchase and Sale Agreement. “Purchased Interest” means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds

Purchase and Sale Indemnified Party has the meaning set forth in Section 9.1 of the applicable CBTS Sale Agreement.

Purchase and Sale Indemnified Party has the meaning set forth in Section ------- 9.1 of the Purchase and Sale Agreement. ---

Purchase and Sale Indemnified Party has the meaning set forth in Section 9.1 of the Sale Agreement. “Purchase and Sale Termination Date” has the meaning set forth in Section 1.4 of the Sale Agreement. “Purchase and Sale Termination Event” has the meaning set forth in Section 8.1 of the Sale Agreement. “Purchase Date” means the date of which a Purchase or a reinvestment is made pursuant to this Agreement. “Purchase Facility” has the meaning set forth in Section 1.1 of the Sale Agreement. “Purchase Limit” means $100,000,000, as such amount may be increased pursuant to Section 1.1(b) or reduced pursuant to Section 1.1(c) of this Agreement or otherwise in connection with any Exiting Purchaser. References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit minus the sum of the then outstanding Aggregate Capital plus the LC Participation Amount.

Purchase and Sale Indemnified Party has the meaning set forth in Section 10.1 of the Canadian Purchase and Sale Agreement.

Purchase and Sale Indemnified Party has the meaning given to it in SECTION 9.1.