Examples of Seller Indemnified Person in a sentence
This indemnification obligation will apply notwithstanding any negligent or intentional acts, errors or omissions of Seller Indemnified Persons, but Buyer’s liability to pay Damages to a Seller Indemnified Person will be reduced in proportion to the percentage by which that Seller Indemnified Person’s negligent or intentional acts, errors or omissions caused the Damages.
Buyer is not required to indemnify a Seller Indemnified Person for its Damages resulting from that Seller Indemnified Person’s sole negligence, intentional acts or willful misconduct.
A failure to give such notice shall not negate a right to indemnification hereunder; provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice.
The rights of each Buyer Indemnified Person and Seller Indemnified Person under this ARTICLE VII are cumulative, and each Buyer Indemnified Person and Seller Indemnified Person will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this ARTICLE VII without regard to the availability of a remedy under any other provision of this ARTICLE VII.
The right of any Buyer Indemnified Person or Seller Indemnified Person to indemnification pursuant to this ARTICLE VII will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement, referred to in Section 7.01 and Section 7.02.