Purchaser Indemnifying Party definition

Purchaser Indemnifying Party has the meaning set forth in Section ---------------------------- 7.2 of this Agreement.

Purchaser Indemnifying Party means the Purchaser against whom a claim is asserted under Section 6.2(c) by a Seller Indemnified Party.

Purchaser Indemnifying Party means any Purchased Entity or any Subsidiary of a Purchased Entity.

Examples of Purchaser Indemnifying Party in a sentence

• The aggregate amount of indemnification payments payable to the Purchaser Indemnified Party shall not exceed the aggregate purchase price paid by such Purchaser Indemnifying Party for its Purchased Shares hereunder.

• In no event, however, will the Purchaser Indemnifying Party be liable for the fees and expenses of more than one separate counsel of the Seller Indemnitee.

• Failure by the Purchaser Indemnifying Party to notify the Seller Indemnitee of its election to assume the defense of any Bond Claim within thirty (30) days after its receipt of notice thereof pursuant to Section 8.9(a) will be deemed a waiver by the Purchaser Indemnifying Party of its right to assume the defense of such Bond Claim.

• Notwithstanding anything to the contrary contained in this Agreement, no Seller Indemnifying Party shall be liable for any claim for indemnification pursuant to Section 7.02 for an amount in excess of the Purchase Price received by such Seller and no Purchaser Indemnifying Party shall be liable to any Seller for any claim for indemnification pursuant to Section 7.03 for amount in excess of the Purchase Price paid to such Seller.

• The Seller Indemnitee may participate in such defense or settlement through its own counsel, but such separate counsel will be at its own expense unless the conditions set forth above are not satisfied or unless one or more defenses, claims or counterclaims are available to the Seller Indemnitee that conflict with one or more defenses, claims or counterclaims available to the Purchaser Indemnifying Party.

• If the Purchaser Indemnifying Party assumes the defense of a Bond Claim, it must take all steps necessary to investigate and defend or settle such Bond Claim and will hold the Seller Indemnitee harmless from and against any and all Losses caused by or arising out of any settlement approved by the Purchaser Indemnifying Party or any judgment entered in connection with such Bond Claim.

• Without the written consent of the Seller Indemnitee, the Purchaser Indemnifying Party will not consent to entry of any judgment or enter into any settlement that does not include an unconditional and complete release of the Seller Indemnitee by the claimant or plaintiff making the Bond Claim.

• No Purchaser Indemnifying Party shall be liable to a Purchaser Indemnified Party for Losses in excess of the Initial Purchase Price.

• For the purposes of Section 7.4(b) and 7.4(c) the Seller Indemnifying Party and the Purchaser Indemnifying Party, shall, in each instance, be referred to as the “Indemnifying Party”.

• The aggregate amount of indemnification payments payable by any such Purchaser Indemnifying Party to the Purchaser Indemnified Party shall not exceed the aggregate Purchase Price paid by such Purchaser Indemnifying Party for its Purchased Shares hereunder.

More Definitions of Purchaser Indemnifying Party

Purchaser Indemnifying Party has the meaning set forth in Section 6.2.

Purchaser Indemnifying Party has the meaning set forth in Section 9.2 of this Agreement.

Purchaser Indemnifying Party shall have the meaning set forth in Section 6.2.1 of this Agreement.

Purchaser Indemnifying Party shall have the meaning set forth in SECTION 8.2(a).

Purchaser Indemnifying Party is defined in Section 7.4.

Purchaser Indemnifying Party shall have the meaning as set forth in Section 5.4.