Seller Indemnified Loss definition

Seller Indemnified Loss has the meaning Section 8.3 specifies.

Seller Indemnified Loss has the meaning set forth in Section 9.2(a).

Seller Indemnified Loss. Any loss, damage or expense (including reasonable attorneys' fees, expert witness fees and court costs) sustained by Seller arising out of or resulting from (i) any inaccuracy in or breach of any of the representations, warranties or covenants made by Purchaser in this Agreement or (ii) the payment or other disposition of the amounts paid to Purchaser under Section 3.02(D).

Examples of Seller Indemnified Loss in a sentence

• For purposes of determining the amount of any Seller Indemnified Loss or Genesis Member Indemnified Loss, no effect will be given to any resulting Tax benefit to any Seller Indemnified Party.

• For purposes of determining the amount of any Seller Indemnified Loss or Stockholder Indemnified Loss, no effect will be given to any resulting Tax benefit to any Seller Indemnified Party.

• Parent and Purchaser shall, subject to the provisions of Paragraph 5.5, reimburse Seller Indemnitees, within 10 days of written demand on Purchaser, for any Seller Indemnified Loss.

• Buyer's sole remedy in the event of a Seller Indemnified Loss shall be recovery of any such Losses by way of an Additional Consideration Offset, except where such Seller Indemnified Loss is the result of gross negligence, fraud, or willful neglect on the part of any Seller.

• Subject to the last sentence of this Section 11.2, Purchaser agrees to release, indemnify, defend and hold harmless Seller and Affiliates (as defined below) and its and their directors, officers, employees, successors and assigns (collectively, "Seller Indemnified Parties") from and against any and all Damages sustained by such Seller Indemnified Parties, arising out of or attributable to a "Seller Indemnified Loss", as hereafter defined.

• In computing the amount of any Buyer Indemnified Loss or any Seller Indemnified Loss, such Buyer Indemnified Loss or Seller Indemnified Loss shall be deemed to be net of (i) any specific accruals or reserves in the Financial Information and any insurance proceeds, indemnity, contribution or other similar payment paid by a third party and actually received with respect thereto and (ii) any net Tax benefits actually realized by the Indemnified Party before the payment of the indemnification claim.

• The Claims Notice shall describe the asserted claim in reasonable detail and shall indicate an estimate (if known) of the amount of the Purchaser Indemnified Loss or Seller Indemnified Loss that has been or may be suffered by the Indemnitee.

• The indemnification set forth in this section shall be the sole remedy of the Seller Indemnified Parties with respect to each Seller Indemnified Loss.

• Notwithstanding any of the provisions set forth in this Article IX, each Selling Stockholder hereby expressly authorizes and permits IDG to set-off any Seller Indemnified Loss or Stockholder Indemnified Loss, whether such liability is joint or several, against the Escrowed Shares according to the terms and conditions set forth in the Escrow Agreement.

• Subject to the limitations of Section 9.06(a), and notwithstanding any of the other provisions set forth in this Article IX, IDG shall first seek to recover, and, each Selling Stockholder hereby expressly authorizes and permits IDG to set-off any Seller Indemnified Loss or Stockholder Indemnified Loss, whether such liability is joint or several, against the Escrowed Merger Consideration according to the terms and conditions set forth in the Escrow Agreement.

More Definitions of Seller Indemnified Loss

Seller Indemnified Loss shall have the meaning set forth in Section 9.2. 12

Seller Indemnified Loss is defined in Section 11.2.

Seller Indemnified Loss as defined in Section 7.2.

Seller Indemnified Loss has the meaning set forth in Section 6.03.

Seller Indemnified Loss all Seller Indemnified Warranty Losses and Seller Indemnified Obligation Losses.

Seller Indemnified Loss means any or both of (i) the ownership, use or operation of the Gulf Assets, (ii) the conduct of the Company's business from and after the Closing Date, and (iii) all income, franchise and other taxes of the Company, including penalties and interest thereon, for which Purchaser is liable under Article 10, or arising from the Purchaser's breach of Section 10.5, provided that the Seller Indemnified Loss arising from Purchaser's breach of its covenant in Section 10.5 shall be discounted to its present value as of the Closing Date using a discount rate of 10%. The indemnification set forth in this section shall be the sole remedy of the Seller Indemnified Parties with respect to each Seller Indemnified Loss. Notwithstanding the foregoing but except with respect to Purchaser's indemnification obligation under Section 6.3, Purchaser shall not be obligated to indemnify the Seller Indemnified Parties unless and until the Closing has occurred.