Seller Indemnity Claim definition

Seller Indemnity Claim means any Losses incurred by Seller or any of Seller’s Affiliates resulting from (i) subject to Section 11.4 hereof, any breach of any representation and warranty of Purchaser which is contained in this Agreement; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Purchaser which are contained in this Agreement; (iii) the Assumed Liabilities; or (iv) the Assumed Environmental Liabilities.

Seller Indemnity Claim shall have the meaning set forth in Section 11.2.

Seller Indemnity Claim means a claim by CMI for indemnification under and pursuant to Section 9.1(a) of the CMP Exchange Agreement arising out of, or related to, any breach or inaccuracy of any representation or warranty (without regard to any limitation or qualification that references “material,” “materiality” or “Material Adverse Effect” in determining whether there has been a breach of the representation or warranty or the amount of damages incurred in connection with any such breach) regarding CMP set forth in Article 4 of the CMP Exchange Agreement.

Examples of Seller Indemnity Claim 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.

• Notwithstanding anything herein to the contrary, the failure of a Seller Indemnitee to give timely notice of a Seller Indemnity Claim shall not bar such Seller Indemnity Claim except and to the extent that the failure to give timely notice has materially impaired the ability of Buyer to defend the Seller Indemnity Claim or the time period for claiming indemnification has expired.

• If the Seller Indemnity Claim arises from a claim of a third party, the Seller Indemnitee shall give such notice within a reasonable period of time after the Seller Indemnitee has actual notice of such claim,and in the event that a suit or other proceeding is commenced, within 20 days after receipt of written notice by the Seller Indemnitee thereof.

• If the parties reach an agreement regarding the existence and amount of the Buyer Indemnity Claim or Seller Indemnity Claim, the parties shall execute and deliver to each other a Resolution Memorandum.

• With respect to any Seller Indemnity Claim subject to indemnification under this Agreement, Seller agrees to cooperate and cause its Related Parties to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Seller Indemnity Claim.

• For purposes of this Agreement, the term "Seller Indemnity Claim" shall mean any Loss arising out of, based upon or resulting from (i) any breach of any representation and warranty of Buyer which is contained in this Agreement or any certificate or other instrument or document delivered pursuant hereto, or (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyer contained in or made pursuant to the terms and conditions of this Agreement.

• 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 * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

• He said that the patron never returned to the park or spoke with him after dropping off the money.The OIG, however, obtained text messages between the employee and the patron discussing the $300.

• If the parties reach an agreement regarding the existence and amount of the Buyer Indemnity Claim or Seller Indemnity Claim, the parties shall execute a Resolution Memorandum as aforesaid.

More Definitions of Seller Indemnity Claim

Seller Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) any breach of any representation and warranty of Buyer which is contained in this Agreement or any Schedule, certificate or other instrument or document delivered pursuant hereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyer contained in or made pursuant to the terms and conditions of this Agreement; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to the disposal of any matter which is the subject of indemnification under this Section 6.2; and (iv) all interest, penalties, costs and expenses of Seller (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of or related to any Seller Indemnity Claims.

Seller Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, proceeding, demand, assessment,

Seller Indemnity Claim means a claim by the Purchaser (or any other member of the Purchaser Group) in respect of or under a Seller Indemnity;

Seller Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, penalty, cost or expense of any nature whatsoever, including costs of defense, investigation or settlement, incurred by Seller resulting from (i) any breach of any representation and warranty of Purchaser and any Designated Affiliate which is contained in any Transaction Document or any Schedule or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Purchaser or its affiliates which are contained in any Transaction Document; (iii) any Acquired Assets; and (iv) any Assumed Liabilities.

Seller Indemnity Claim means any loss, damage, deficiency, diminution in value, claim, liability, obligation, suit, proceeding, action, demand, fee, penalty, fine, interest, surcharge, cost or expense of any nature whatsoever, including, without limitation, out-of-pocket expenses, investigation costs and fees and disbursements of counsel but net of any amounts received by Seller under any insurance (collectively, "Damages") arising out of: (i) any inaccuracy in or any breach of any representation and warranty of Buyers made in Sections 3.1, 3.2 and 3.3, (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in or made pursuant to the terms and conditions of this Agreement or any Related Agreement, or (iii) the Elevator Business, whether arising before, on or after the date hereof, provided, however, that (x) Buyers shall not have any obligation for the Taxes (including Damages arising out of such Taxes) of the Elevator Subsidiaries or with respect to the Elevator Business for which Seller has agreed to indemnify Buyers pursuant to clauses (iii) and (iv) of Section 8.2(c), (y) Buyers shall have no obligation for any Damages to the extent that they arise from any breach by Seller of any of its obligations under Section 4.1(b), and (z) Buyers' obligations under clause (iii) of this Section 8.2(b) shall not become effective with respect to any Damages arising out of that portion of the Elevator Business to be

Seller Indemnity Claim has the meaning assigned to such term in Section 8.2(b).