Seller Indemnification Obligations definition

Seller Indemnification Obligations shall have the meaning specified in Section 12.4(a).
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Seller Indemnification Obligations means Seller’s indemnification obligations set forth in Article VIII herein.
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Seller Indemnification Obligations has the meaning set forth in Section 9.1.
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Examples of Seller Indemnification Obligations in a sentence

  • As security for the Seller Indemnification Obligations, at the Closing, Purchaser shall retain from the Purchase Price an amount of cash equal to the Holdback Amount.

  • In the absence of any objections to such Claim Certificate as provided in Section 11.4(b) by the date set forth in Section 11.4(b), Purchaser shall, subject to the other provisions of this Agreement, be entitled to recover from Seller the amount of such Purchaser Damages in satisfaction of the Seller Indemnification Obligations.

  • The Seller shall not be liable under the Seller Indemnification Obligations for a Loss if and to the extent that any reserve or provision is provided for with specific regard to the facts, circumstances or matters giving rise to the Loss in (i) the relevant Group Company’s 2022 financial statements, or (ii) the Group’s 2022 consolidated financial statements, within the limit of the amount of such specific reserve or provision.

  • In the absence of any objections to such Holdback Certificate as provided in Section 12.4(b) by the date set forth in Section 12.4(b), Purchaser shall, subject to the other provisions of this Agreement, be entitled to reduce the Holdback Amount by the amount of such Losses in satisfaction of the Seller Indemnification Obligations.

  • If after such thirty (30) day period Seller has not delivered a Claim Response to Purchaser or it has delivered a Claim Response which does not dispute any portion of the claims contained in the Claim Certificate, the Seller Indemnification Obligations in the amount specified in the Claim Certificate shall become final.

  • In the absence of any objections to such Claim Certificate as provided in S ection 11.4(b) by the date set forth in S ection 11.4(b), Purchaser shall, subject to the other provisions of this Agreement, be entitled to recover from Seller the amount of such Purchaser Damages in satisfaction of the Seller Indemnification Obligations.

  • The maximum aggregate liability of the Seller for Seller Indemnification Obligations shall be limited to the Purchase Price, save in case of fraud (dolo).

  • MA-042-16010992 County of Orange Health Care Agency Exclusions to Seller Indemnification Obligations.

  • To the maximum extent permitted under applicable Laws, except for cases of fraud (dolo) the Seller shall in no case be liable in relation to the Seller Indemnification Obligations, in relation to Losses which are notified to the Seller in accordance with Section 10 after the expiry of the 1st (first) anniversary following the Completion Date.

  • INDEMNIFICATION 51 Section 9.1 Indemnification 51 Section 9.2 Sole Remedy; No Consequential Damages 56 Section 9.3 Satisfaction of Seller Indemnification Obligations 57 Section 9.4 Tax Treatment of Indemnity Payments 57 Section 9.5 Other Matters 57 Section 9.6 Release 58 Article X.

Related to Seller Indemnification Obligations

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

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

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

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

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

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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

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

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

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

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

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

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

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

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

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

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

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

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

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).