Seller Indemnity Claims definition

Seller Indemnity Claims has the meaning given in Section 9.5.

Seller Indemnity Claims shall have the meaning assigned to it in Section 11.02 of this Agreement.

Seller Indemnity Claims 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) the breach of any representations and warranties of Buyer which are contained in or made pursuant to this Agreement; (ii) any breach of nonfulfillment of, or failure to perform, any of the covenants, agreements, obligations or undertakings made by Buyer in or pursuant to this Agreement; (iii) any liabilities or obligations assumed by Buyer pursuant to the terms hereof; (iv) any liabilities or obligations 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 8.3; and (v) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accounts) arising out of any matter which is the subject of indemnification under this Section 8.3 and in which and to the proportionate extent Seller Affiliates prevail.

Examples of Seller Indemnity Claims in a sentence

• Subject to the provisions of this ARTICLE XI, from and after the Closing Date Purchaser hereby agrees to indemnify, defend and hold Seller (which for purposes of this Article shall include all directors, officers, partners, employees, agents, Affiliates and representatives of Seller) harmless from, and to reimburse Seller for, any Seller Indemnity Claims arising under the terms and conditions of this Agreement.

• Covered Seller Indemnity Claims shall accumulate until such time as the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, at which time the Purchaser shall be obligated to indemnify the applicable Indemnitees against such Losses, but only to the extent the aggregate amount thereof exceeds the Basket Amount.

• Is Delivered (Applicable to all Indemnity Claims including, for clarity, Identified Seller Indemnity Claims).

• Subject to the provisions of this ARTICLE XII and Sections 8.3(d), 9.2 and 9.6, from and after the Closing Date Purchaser shall indemnify and hold Seller and its subsidiaries and all directors, officers, partners, employees, agents, affiliates and representatives of Seller and its subsidiaries (the “Indemnified Seller Group”) harmless from, and reimburse the Indemnified Seller Group for, any Seller Indemnity Claims.

• Buyer hereby agrees to indemnify and hold Seller harmless from, and to reimburse Seller for any Seller Indemnity Claims (as that term is hereinafter defined) arising under the terms and conditions of this Agreement.

• The assessment can take the form of project reviews, ES&H inspections, informal reviews and observations, budget reviews and planning, or other management functions that serve as assessment tools.

• Buyer hereby agrees to indemnify and hold Seller, and its respective subsidiaries, partners, shareholders, affiliates, directors, officers, employees, agents, successors and permitted assigns (collectively, "Seller Affiliates"), harmless from, and to reimburse Seller and each Seller Affiliate for, any Seller Indemnity Claims (as that term, is hereinafter defined) arising under this Option Agreement.

• Covered Seller Indemnity Claims shall accumulate until such time as the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, at which time the Parent and the Purchaser shall be obligated to indemnify the applicable Indemnitees against such Losses, but only to the extent the aggregate amount thereof exceeds the Basket Amount.

• Buyer hereby agrees to indemnify and hold Seller harmless from, and to reimburse Seller for, on an after-Tax basis, any Seller Indemnity Claims (as hereinafter defined) arising under the terms and conditions of this Agreement.

• Buyer hereby agrees to indemnify and hold the Seller harmless from, and to reimburse the Seller for any Seller Indemnity Claims (as that term is hereinafter defined) arising under the terms and conditions of this Agreement.

More Definitions of Seller Indemnity Claims

Seller Indemnity Claims shall have the meaning ascribed to such term in Section 8.2.