Seller Indemnity definition

Seller Indemnity has the meaning given to such term in Clause 9.1.2;

Seller Indemnity has the meaning given in Section 11.1.

Seller Indemnity means and includes Seller and any present or future officer, director, employee, affiliate, stockholder or agent of Seller.

Examples of Seller Indemnity in a sentence

• In the event of the occurrence of any event which any party asserts constitutes a Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the indemnified party shall provide the indemnifying party with prompt notice of such event, including, without limitation, any facts and circumstances which give rise to such claim, and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.

• All sums payable under or pursuant to the Issuer Indemnity or the Seller Indemnity shall be paid free and clear of all deductions or withholdings whatsoever save only as may be required by law.

• Once the total amount of such Damages exceeds the Seller Indemnity Deductible Amount, then the Seller Indemnitees shall be entitled to be indemnified and held harmless against and compensated and reimbursed for the amount of such Damages, that exceeds $500,000.

• If any sum payable by the Indemnifying Party under or pursuant to the Issuer Indemnity or the Seller Indemnity is subject to Tax (other than any tax imposed or measured by net income or profits by a jurisdiction in which the recipient is organized or incorporated or resident for tax purposes) in the hands of the Indemnified Party the same obligation to make an increased payment shall apply in relation to such Tax liability as if it were a deduction or withholding required by law.

• If the Indemnified Party desires to consent to the entry of judgment with respect to or to settle a Third-Party Claim but the Indemnifying Party refuses, then the Indemnifying Party will be responsible for all Losses with respect to such Third-Party Claim, without giving effect to the Seller Indemnity Threshold, the Buyer Indemnity Threshold, the Seller Cap or the Buyer Cap, as applicable.

• Subject to the Seller Indemnity Cap (as hereinafter defined in Section 5.7) in any event, it is expressly understood that amounts payable to Seller under the Note shall be used to offset and satisfy claims made under Section 5 against Seller by Purchaser or any other Purchaser Indemnitee (as hereinafter defined in Section 5.2) for indemnification up to the Offset Maximum Amount (as hereinafter defined in Section 5.5).

• Subject to Section 5.4(b), with respect to indemnification for any Losses pursuant to Section 5.2(a), Seller shall not have any liability under Section 5.2(a) unless the aggregate amount of Losses to all Buyer Indemnified Parties exceeds the Seller Basket (as defined herein) and then Seller shall be required to pay or be liable for all such Losses from the first dollar, and no amounts of indemnity shall be payable by Seller which exceed the Seller Indemnity Cap (as defined herein).

• This Agreement shall have a term of three (3) years commencing on July 1, 2024, to June 30, 2027.

• In the event that Buyer makes any recovery against the Title Company with respect to such claim, then any potential Seller Indemnity with respect to such Post-Closing Title Defect shall be null and void.

• Each of the foregoing representations and warranties shall be deemed remade as of the Closing Date with respect to the Property and, as so remade, shall survive the Closing Date for duration of Seller Indemnity Period, and any claim arising out of a breach of any representation or warranty in this Agreement or any document referenced in this Agreement not asserted in an action filed and served on or before the expiration of the Seller Indemnity Period shall be barred and deemed waived.

More Definitions of Seller Indemnity

Seller Indemnity means the indemnity set out in Clause 5.2 hereof;

Seller Indemnity means the indemnity provided by Seller in Section 7.4.3 hereof.

Seller Indemnity means the indemnity provided by Seller in Section 7.4.3 hereof. Series G Conversion Shares shall mean all shares of Buyer Common Stock issuable upon conversion of the Series G Stock issuable hereunder. Series G Stock shall mean Buyer’s Series G Preferred Stock, issued in accordance with the terms, conditions, rights and privileges set forth in the Series G Certificate of Designations. Tangible Personal Property means the tangible personal property itemized on in Section 3.9.1 of the Seller Disclosure Schedule, and all other tangible personal property used or useful in the Business, including all machinery, equipment, scales, compactors, containers, bailers, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials, vehicles, trade fixtures and other items of tangible personal property of every kind owned or leased by GFD (wherever located and whether or not carried on the books of GFD or Seller), together with any express or implied warranty by the manufacturers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto. Tax or Taxes means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. Tax Return means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relatin...

Seller Indemnity means the indemnity provided by Seller in Section 7.4.3 hereof. Schedules to Securities Purchase Agreement 10

Seller Indemnity has the meaning given to such term in Clause 9.1.2; Servicer means, collectively, BBAM Aviation Services Limited and BBAM US LP; Servicing Agreement means the Servicing Agreement dated on or about the date hereof between, inter alios, the Servicer and the Issuers, as amended from time to time, or any replacement servicing agreement; Shares means in the case of any Transferring Company or any Transferring Subsidiary that is a company, all of the issued and outstanding shares in the capital of such Transferring Company or Transferring Subsidiary, as the case may be, details of which are set out in a Delivery Notice; Solvent means in respect of a company at any date and on the assumption that the transactions contemplated by this Agreement, the Other Transaction Documents and the Related Documents have been completed or will be completed (as the case may be) on the terms and conditions set out therein that such company on such date: (a) is not unable to pay its debts as such debts fall due nor would it be deemed to be unable to pay its debts as such debts fall due within the meaning of the Relevant Solvency Acts; and (b) would not become unable to pay its debts as such debts fall due nor would be deemed to be unable to pay its debts as such debts fall due within the meaning of the Relevant Solvency Acts; and the word solvency shall be construed accordingly; subsidiary shall be construed in accordance with section 7 of the Irish Companies Xxx 0000;

Seller Indemnity means any indemnity given by a Seller to the Company or a Purchaser in a Transaction Document;