Seller Indemnification Event means (i) the untruth, inaccuracy or breach of any representation or warranty of the Buyer contained in this Agreement, any Schedule or Exhibit attached hereto, the Assignment and Assumption Agreement or any certificate delivered by the Buyer in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (ii) the breach of any agreement or covenant of the Buyer contained in this Agreement or the Assignment and Assumption Agreement, including, without limitation, the assertion against the Seller or any Seller Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with any Assumed Obligation.

Seller Indemnification Event is defined in Section 8.2(b)(ii).

Examples of Seller Indemnification Event in a sentence

The indemnification liability of a Seller in relation to a corresponding Buyer for a Loss in relation Seller Indemnification Event shall not exceed the Respective Purchase Consideration actually received by it from such Buyer.
Preamble Seller Indemnification Event...............................................
Notwithstanding anything else set out in this Agreement, it is clarified that under this Clause 9 (Indemnification), each Seller Indemnified Person shall be entitled to make a Claim in respect of only those Losses that a Seller Indemnified Person has incurred or suffered on account of a Seller Indemnification Event pertaining to such Seller Indemnified Person’s corresponding Buyer.
The Buyer shall indemnify the Seller Indemnified Persons for, and hold each of them harmless from and against, any and all Losses resulting from any Seller Indemnification Event.
If the Closing shall occur, (i) the Sellers hereby agree to indemnify and hold harmless the Buyer from and against any and all Losses which are incurred or suffered by the Buyer by reason of a Buyer Indemnification Event and (ii) the Buyer hereby agrees to indemnify the Sellers from and against any and all Losses which are incurred or suffered by the Sellers or any of them by reason of a Seller Indemnification Event.

More Definitions of Seller Indemnification Event

Seller Indemnification Event means (i) the untruth, inaccuracy or breach of any representation or warranty of the Buyer contained in this Agreement, any Schedule or Exhibit attached hereto, the Assignment and Assumption Agreement or any certificate delivered by the Buyer in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (ii) the breach of any agreement or covenant of the Buyer contained in this Agreement or the Assignment and Assumption Agreement which is not cured within thirty (30) days after the Buyer receives written notice of such breach from the Seller, including, without limitation, the assertion against any Seller Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with any Assumed Obligation.

Seller Indemnification Event means the following: (i) the untruthfulness, inaccuracy or breach of any representation or warranty of the Buyer contained in this Agreement or any Related Document, any Schedule or Exhibit attached hereto or thereto or any certificate delivered by the Buyer in connection herewith or therewith at or before the Closing; (ii) the breach of any agreement or covenant of the Buyer contained in this Agreement or any Related Document; (iii) the assertion of any Claim against or payment of any Loss by any Seller which arose in connection with or is in any way related to any Assumed Obligation; (iv) the assertion of any Claim against or payment of any Loss by any Seller Indemnified Person relating in any way to Taxes of any kind whatsoever, or expenses, interest or penalties relating thereto, with respect to periods after the Closing Date or in connection with the conduct of the Business after the Closing Date; (v) all reasonable fees, costs and expenses (including, without limitation, reasonable attorneys', accountants' and other professional fees and expenses) incurred by any Seller Indemnified Person in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against under this Article or in connection with the enforcement by any Seller Indemnified Person of its rights under this Article; provided, however, that if such Seller Indemnified Person is found partially liable in connection with any Seller Indemnification Event, only the percentage of such fees, costs and expenses equal to the percentage of Buyer's liability in connection with such Seller Indemnification Event shall be included pursuant hereto; and (vi) the assertion of any Claim against or payment of any Loss by any Seller Indemnified Person related to the conduct of the Business or the ownership of the Purchased Assets after the Closing Date and with respect to which Seller has no indemnification obligation to any Buyer Indemnified Person hereunder.

Seller Indemnification Event shall have the meaning set forth in Section 5.2.

Related to Seller Indemnification Event

Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Purchaser Indemnitees has the meaning set forth in Section 7.2.
Seller Indemnitees has the meaning set forth in Section 8.03.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Holder Indemnified Parties has the meaning set forth in Section 7(a).
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.
Investor Indemnified Party is defined in Section 4.1.
Holder Indemnified Party is defined in Section 4.1.

Seller Indemnification Event definition

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