Examples of Purchaser Indemnity in a sentence
Notwithstanding any provision herein to the contrary, the Purchaser Indemnity Deductible and Purchaser Indemnity Cap do not apply to any claim by Seller for Quarterly Payments due pursuant to Section 2.6.
Alternatively, under the circumstances described in this Section 5.20(c), but only if there has not been a change of control of Purchaser and none of the events relating to Purchaser referred to in Section 5.20(b) has occurred, Purchaser may, pursuant to the Purchaser Indemnity Reinsurance Agreement, coinsure 100% of the General Account Liabilities under the policies and contracts reinsured under the LLANY Indemnity Reinsurance 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.
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.
Upon payment by STX Chemicals of any sums to any Seller Indemnified Person as provided herein, all rights of STX Chemicals against Purchaser arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate and junior in rights of payment to the prior payment in full of the Purchaser Indemnity Obligations and any other amounts due and payable from time to time by Purchaser to any Cytec Party under any Operative Document.
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.
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.
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.
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.
The Company manages its capital structure in order to support ongoing operations while focusing on its primary objectives of preserving shareholder capital and generating a stable monthly cash dividend to shareholders.