Sellers Indemnification Obligations definition

Sellers Indemnification Obligations shall have the meaning specified in Section 8.3.
Sample 1
Sellers Indemnification Obligations has the meaning set forth in Section 11.1.
Sample 1

Examples of Sellers Indemnification Obligations in a sentence

  • The Escrow Funds shall be held by Escrow Agent in a separate account for the benefit of Buyer and the Sellers for the purpose of securing the Sellers' Indemnification Obligations (as hereinafter defined) set forth in Section 5(a) of this Agreement.

  • After exhaustion of such Escrow Fund or in the event that the Escrow Fund has been released to the Seller prior to the expiration of Seller's Indemnification Obligations under the Stock Purchase Agreement, Buyer may look directly to Seller for payment of any claims relating to Seller's Indemnification Obligations.

  • Notwithstanding the foregoing, the Seller's Indemnification Obligations set forth in Article X, Section 10.01 (b) of the Stock Purchase Agreement shall remain in full force and effect, but only with respect to product liability claims asserting injury arising out of asbestosis or other latent medical conditions.

  • Limitation on Seller's Indemnification Obligations..............................

  • In the absence of any objections to such Claim Certificate as provided in Section 8.4(b) by the date set forth in Section 8.4(b), Buyer shall, subject to the other provisions of this Agreement, including without limitation Section 8.6, be entitled to recover from Sellers the amount of such Buyer Damages in satisfaction of the Sellers Indemnification Obligations.

  • The following provisions of this Section 14 shall apply if either Party makes a claim in relation to the Sellers Indemnification Obligations under Section 11, the Special Indemnification Obligations, the Buyer Indemnification Obligations under Section 13 and the FF Indemnification Obligations under Section 13 against the other Party under this Agreement (the “Claim”).

  • In the event the dollar amount of indemnity claims for which Buyer Indemnitees have requested payment against the Seller's Indemnification Obligations Fund on or before June 30, 1998, is less than $100,000 in the aggregate, the amount of the Seller's Indemnification Obligation Fund in excess of $100,000 shall be disbursed to Seller in accordance with the Escrow Agreement.

  • If after such thirty (30) day period the Sellers have delivered a Claim Response to Buyer which does not dispute any portion of the claims contained in the Claim Certificate, the Sellers Indemnification Obligations in the amount specified in the Claim Certificate shall become final (subject to Section 8.6).

  • Sellers' Indemnification Obligations shall cease and determine, and be of no further force or effect, and Sellers shall have no liability therefor, from and after the first date on which (a) it is determined that the Guaranty cannot be enforced as against any one or more of the Guarantors or (b) any one or more of the Guarantors shall fail timely to honor its stated obligations under the Guaranty for any reason whatsoever, including, without limitation, its inability or unwillingness to do so.

  • The Escrow Funds shall be held for the purpose of securing the Sellers' Indemnification Obligations (as hereinafter defined).

Related to Sellers Indemnification Obligations

  • 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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • 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.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

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

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

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

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

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

  • 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.

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

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

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

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

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

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

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

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.