Seller Indemnitor definition

Seller Indemnitor means Satellink. -----------------

Seller Indemnitor is defined in Section 9.01.

Seller Indemnitor has the meaning set forth in Section 10.2(a).

Examples of Seller Indemnitor in a sentence

• If the employee subsequently receives workers’ compensation benefits for the waiting period, the employee shall reimburse the Employer for the days drawn, which the Employer shall restore to the employee’s sick leave bank.

• Sellers Agent shall have full power and authority on behalf of each Seller Indemnitor to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, Seller Indemnitors under this Article 8.

• Upon such transaction, ESIT shall execute a Joinder Agreement in form and substance satisfactory to Buyer whereby it shall: (i) become a party to this Agreement as a Member and Selling Party, and (ii) expressly become a Seller Indemnitor hereunder, and (iii) without limiting other obligations hereunder, agree to enter into the Non-Disclosure and Non-Compete Agreement.

• The limitations set forth in this Section shall not apply to any intentional misrepresentation or breach of warranty of any Seller Indemnitor or any intentional failure to perform or comply with any covenant or agreement of any Seller Indemnitor, and the Seller Indemnitors shall be liable for all Losses with respect thereto.

• If so reasonably requested by Seller, Indemnitor, the Company or any of the Company Subsidiaries, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller, the Company and the Company Subsidiaries with respect to any information to be provided to Acquiror pursuant to this Section 5.02(a).

More Definitions of Seller Indemnitor

Seller Indemnitor means any one of them.

Seller Indemnitor means Property Asset Management Inc., a Delaware corporation.

Seller Indemnitor has the meaning as stated in Section 109.1.

Seller Indemnitor shall have the meaning set forth in Section 10(c)(iii).

Seller Indemnitor means, with respect to any claim for indemnification by a Micron Indemnitee pursuant to Article X, any Seller from whom the Micron Indemnitee seeks indemnification therefor pursuant to Article X.

Seller Indemnitor means each of Graycliff and Hudson River, individually, and "Seller Indemnitors" means Graycliff and Hudson River, collectively.

Seller Indemnitor means each of Graycliff and Xxxxxx River, individually, and "Seller Indemnitors" means Graycliff and Xxxxxx River, collectively. "Seller Indemnitor's Pro Rata Share" means 24.69% in the case of Graycliff, and 47.64% in the case of Xxxxxx River. "Seller Representative" has the meaning set forth in Section 8.01(a). "Shares" has the meaning set forth in the recitals. "Statement of Objections" has the meaning set forth in Section 2.04(b)(ii). "Straddle Period" means a taxable period that begins before and ends after the Closing Date. "Subsidiary" has the meaning set forth in Section 3.04(a). "Systems" has the meaning set forth in Section 3.11(j). "Target Working Capital" means $2,686,263.00. "Taxes" means all federal, state, local, foreign and other income, gross receipts, sales, value added, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, escheat, abandoned or unclaimed property, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. "Tax Benefit Obligations" means the obligations of Seller and the Company to pay the amounts set forth in Section 9.6 of the 2014 Merger Agreement. "Tax Claim" has the meaning set forth in Section 6.02. "Tax Return" means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. "Third Party Claim" has the meaning set forth in Section 7.05(a). "Transaction Bonuses" means the bonuses in the aggregate amount equal to $175,000 to be paid out of that certain bonus pool created by the Company pursuant to that certain Joint Written Consent of the Board of Directors and Sole Shareholder of the Company dated March 24, 2017. "Transaction Documents" means this Agreement, the Indemnity Escrow Agreement, the Seller Equityholder Releases, and the employment agreement of Xxxxxxx X. Xxxxxxxx. 11