Purchaser Indemnity definition
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.
The obligations of STX Chemicals pursuant to Section 8.02(e) with respect to each Purchaser Indemnity Obligation shall terminate on the earlier of (i) the date on which such Purchaser Indemnity Obligation terminates pursuant to this Section 8.04(b) and (ii) the date on which the STX Guarantee Cap is first reduced to zero.
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.
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.
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.
STX Chemicals waives presentation to, demand of, payment from and protest to any Seller Indemnified Party of any Purchaser Indemnity Obligations, and also waives notice of protest for nonpayment.
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.
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.
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.
Notwithstanding the foregoing, if one or more Claim Notices (as defined below) is given to any of the Indemnifying Parties, such applicable Purchaser Indemnity Period shall continue in full force and effect solely with respect to the claim(s) set forth in such Claim Notice(s) until such time as such claim has been fully and finally resolved in accordance with Section 9.5 or Section 9.6.