Seller Indemnifying Party definition

Seller Indemnifying Party shall have the meaning set forth in Section 8.2.

Seller Indemnifying Party has the meaning set forth in Section 6.1(a).

Seller Indemnifying Party has the meaning set forth in Section 9.1 of this Agreement.

Examples of Seller Indemnifying Party in a sentence

• In no event shall such Seller Indemnifying Party pay, by return of such shares, more than such Seller Indemnifying Party’s pro rata share of the claim.

• No Purchaser Indemnified Party shall settle or consent to judgment with respect to any Third Party Claim for which the Seller Indemnifying Party has provided a written acknowledgement of its indemnification obligations to the Purchaser Indemnified Party without the written consent of the Seller Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

• To the extent that the Purchaser Indemnified Party or the Seller Indemnifying Party does not participate in the defense of a particular Third Party Claim, the Person so proceeding with such Third Party Claim shall keep the other Person informed of all material developments and events relating to such Third Party Claim.

• If the Seller Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Purchaser Indemnified Party, the Seller Indemnifying Party shall deliver to the Purchaser Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period.

• If no Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period or the Seller Indemnifying Party provides notice that it does not have a dispute with respect to such claim, such claim shall be deemed approved and consented to by the Seller Indemnifying Party (such claim, an “Approved Indemnification Claim”).

More Definitions of Seller Indemnifying Party

Seller Indemnifying Party has the meaning set forth in Section 10.1(b).

Seller Indemnifying Party has the meaning set forth in Section 11.02(c) (Indemnification by the Seller).

Seller Indemnifying Party means all Parent Stockholders or Members that receive any portion of Merger Consideration or NoveCite Cash Consideration pursuant to this Agreement.

Seller Indemnifying Party means Seller, for Claims pursuant to Section 8.2(a), and the applicable Shareholder, for Claims pursuant to Section 8.2(b).

Seller Indemnifying Party means Seller or any Subsidiary of Seller (other than the Purchased Entities and their Subsidiaries).

Seller Indemnifying Party means the Seller against whom a claim is asserted under Section 6.2(b) by a Purchaser Indemnified Party.

Seller Indemnifying Party is defined in Section 9.2.