Seller's Indemnification definition

Seller's Indemnification. Cap" shall be as defined in Section 10.7(a).
Sample 1

Examples of Seller's Indemnification in a sentence

  • Seller's Indemnification Liabilities under Sections 11.2.1(iii) and 11.2.1(iv) above shall apply and be enforced only to the extent that the liability or loss to Buyer is asserted against or incurred by Buyer within four (4) years after the Closing Date.

  • Seller's Indemnification Liabilities under Section 11.2.2, as they apply to all claims made by Buyer directly against Seller under clause (i) (in the first paragraph of such Section 11.2.2), shall apply and be enforceable only as to Hazardous Substances Problems that have been identified to Seller by Buyer and as to which Buyer has commenced litigation against Seller relating to such Problems (if Seller has not previously accepted responsibility therefor) within eight (8) years after the Closing Date.

  • Without limiting the generality of Seller's Indemnification Liabilities set forth above, Seller shall retain all liabilities and obligations relating to those matters of pending and threatened litigation described in Schedule 8.1.1(b)-1, shall continue to defend those matters at its own expense and using its own counsel, and Buyer shall communicate and cooperate with Seller regarding such matters, but at no expense to Buyer.

  • Seller's Indemnification Liabilities under Section 11.2.1(i) above (as to breach of any representation or warranty made herein, and as to breach of any agreement or covenant to be performed by Seller at or before Closing) shall apply and be enforced only to the extent that the aggregate liability or loss to Buyer exceeds Fifty Thousand Dollars (US$50,000.00) and is asserted against or incurred by Buyer within two (2) year after the Closing Date.

  • Certain of Seller's Indemnification Liabilities shall be limited as described in this subsection.

  • No claim for indemnification relating to a representation or warranty by a Party may be made under this Article XII unless a Sellers Indemnification Notice or Buyer Indemnification Notice, as applicable, is given within the applicable survival period set forth in this paragraph.

  • National central bodies may still retain some responsibility for policy or strategic development, but may have little influence on operational matters.

  • Section 12.2 above and Section 12.3.4 above shall apply mutatis mutandis to any of Seller's Indemnification Claims.

  • Seller shallnot enter into any verbal or written agreements, contracts or letters of intent with any third-party pertaining to the Property prior to the Closing without Buyer's permission.At Closing, Seller shall give a certificate to Buyer stating that these representations and warranties are true and accurate as of Closing.b. Seller's Indemnification .

  • Seller's Indemnification of Buyer......................................................

Related to Seller's Indemnification

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Agreements has the meaning set forth in Section 2.5.