Examples of Purchaser Indemnity in a sentence
As used in this Article 11, the term "Purchaser Indemnity" means and includes Purchaser and any present or future officer, director, employee, affiliate, stockholder or agent of Purchaser; and the term "Seller Indemnity" means and includes Seller and any present or future officer, director, employee, affiliate, stockholder or agent of Seller.
Except as otherwise specifically set forth in any provision of this Agreement, Purchaser shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the Manufacturer Indemnitees from and against all Purchaser Indemnity Obligations.
Seller agrees, subject to the other terms, conditions and limitations of this Agreement, to protect, defend, and indemnify each Purchaser Indemnity against, and to hold each Purchaser Indemnity harmless from, all Loss suffered or incurred by any Purchaser Indemnity arising out of any material breach of any covenant, representation or warranty in Article 4 or Article 6 of this Agreement or any covenant of Seller made herein.
Subject to the provisions of this ARTICLE XI, from and after the Closing Date each Seller Party, jointly and severally, hereby agrees to indemnify, defend and hold Purchaser (which for purposes of this Article shall include all directors, officers, employees, agents, Affiliates and representatives of Purchaser) harmless from, and to reimburse Purchaser for, any Purchaser Indemnity Claim arising under the terms and conditions of this Agreement.
Covered Purchaser Indemnity Claims shall accumulate until such time as the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, at which time the Seller shall be obligated to indemnify the applicable Indemnitees against such Losses, but only to the extent the aggregate amount thereof exceeds the Basket Amount.
If Purchaser timely notifies Seller of Disapproved Items and all or some of the Disapproved Items are not cured or deleted as exceptions to title prior to the Closing, such Disapproved Items shall be a Purchaser Indemnity Claim pursuant to Section 11.1 hereof.
Purchaser shall deliver a copy of any such Purchaser Indemnity Agreement obtained to Seller within three (3) business days after Purchaser's receipt of the same.
Except as otherwise expressly provided in this Agreement, the Escrow Shares shall not limit the amount of, and do not constitute the exclusive remedy for, any Purchaser Indemnity Claims.
The Escrow Agent shall not deliver any of the cash in the Indemnification Fund to the Purchaser or the Company Escrow Parties relating to the disputed portion of such Purchaser Indemnity Claim, except in accordance with the procedures set forth in Section 2.5 of this Agreement as if the disputed portion of such Purchaser Indemnity Claim consisted of a separate Purchaser Indemnity Claim that was disputed by the Stockholders’ Representative in whole.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, and such counterparts may be delivered via facsimile.