Seller Indemnifiable Claims definition

Seller Indemnifiable Claims has the meaning ascribed to such term in Section 12.2.
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Seller Indemnifiable Claims means any Actions, injunctions, judgments, orders, decrees, rulings, damages, decreases in value, penalties, fines, amounts paid in settlement, Liabilities, losses, expenses and costs of defense, including, without limitation, attorneys’ fees and expenses, whether or not involving a third party claim for which the Seller is responsible or otherwise liable hereunder.
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Seller Indemnifiable Claims is defined in Section 7.1(b).
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Examples of Seller Indemnifiable Claims in a sentence

  • Subject to Article 10.7, the Purchaser shall deposit an amount equal to the Escrow Amount into the Escrow Account as security for any Seller Indemnifiable Claims in accordance with the Escrow Agreement.

  • On the first anniversary of the Closing Date (the “First Escrow Release Date”), the Purchaser shall release and pay 50% of the Escrow Amount by wire transfer of immediately available funds to the Seller Bank Account, less the aggregate amount, if any, of amounts previously deducted from the Escrow Amount by the Purchaser in accordance with this Agreement to satisfy any Seller Indemnifiable Claims.

  • The Purchaser shall utilize or exhaust in full the Escrow Amount before proceeding against the Seller with respect to any Seller Indemnifiable Claims.

  • On the second anniversary of the Closing Date, the Purchaser shall release and pay 50% of the Escrow Amount by wire transfer of immediately available funds to the Seller Bank Account, less the aggregate amount, if any, of amounts previously deducted from the Escrow Amount by the Purchaser in accordance with this Agreement to satisfy any Seller Indemnifiable Claims from the First Escrow Release Date.

  • Notwithstanding the foregoing, none of the limitations on indemnification set forth in this Section 11.4(a) will apply to (i) Sellers' or Nextera's breach of representations made in Section 5.1, 5.2, 5.6, 5.11, 5.12, 5.14, 5.16, 6.1, 6.2, 6.3, 6.4 and 8.7 (ii) any Seller Indemnifiable Claims by Buyer pursuant to Section 11.2(a)(B), 11.2(a)(C) or 11.2(a)(D) or (iii) any Buyer Indemnifiable Claims by Seller pursuant to Section 11.3(a)(B) or 11.3(a)(C).

  • The aggregate amount payable by Seller and the Shareholders pursuant to Section 5.2 with respect to any other Losses incurred by Buyer Indemnitees in regard to Seller Indemnifiable Claims shall not exceed $8,150,000 (the “Cap”).

  • The indemnification provided for herein shall be the sole and exclusive remedy for any Purchaser Indemnifiable Claims or Seller Indemnifiable Claims, as applicable.

  • Notwithstanding the provisions of Section 8.2(b), Purchaser shall have no obligation to indemnify any Seller Indemnified Party under this Article 8 unless the Seller Indemnified Parties shall have suffered Damages in an aggregate amount attributable to Seller Indemnifiable Claims in excess of the Threshold.

  • The Strategy is implemented according to a Synthetic Replication Policy, through the conclusion of OTC Derivatives (including TRS).

  • The indemnification obligation contained in this Section 9.2 shall be Seller's sole and exclusive remedy against Acquirers for any Seller Indemnifiable Claims.


More Definitions of Seller Indemnifiable Claims

Seller Indemnifiable Claims shall have the meaning set forth in Section 11.2(a).
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Seller Indemnifiable Claims is defined in Section 5.1(c).
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Seller Indemnifiable Claims has the meaning set forth in Section 9.2(b)(iv).
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Seller Indemnifiable Claims shall have the meaning defined in Section 8.4.
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Related to Seller Indemnifiable Claims

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).