Sellers Indemnified Person definition

Sellers Indemnified Person shall have the meaning ascribed thereto in Section 7.2(b).

Sellers Indemnified Person has the meaning set forth in Section 9.03(a).

Sellers Indemnified Person means any Affiliate of Sellers or any of their respective directors, officers, employees, agents or stockholders who shall be an Indemnified Person under Article X. “Sellers’ knowledge”, or any similar expression with regard to the knowledge or awareness of or receipt of notice by Sellers, shall mean the actual, direct and personal knowledge, after due inquiry, of any of the Persons listed in Schedule 1.1B; provided, however, that Purchaser acknowledges that Sellers and the Persons listed in Schedule 1.1B have not consulted with, or reviewed the books and records of, BellSouth International, Inc., any of the other Sellers or any Acquired Company and, accordingly, due inquiry does not include making any inquiries of BellSouth International, Inc., any of the other Sellers or any Acquired Company; provided, further, that, with respect to any such Person, such knowledge shall include knowledge that is inherent to the position and responsibility of such Person.

Examples of Sellers Indemnified Person in a sentence

• Neither an Indemnified Person nor an Indemnifying Person shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other party hereto (and for purposes of this provision the "other party hereto" shall be: (i) Purchaser, for any Indemnified Person or Indemnifying Person who is a Seller's Indemnified Person, and (ii) Seller, for Purchaser, which consent shall not be unreasonably withheld.

• If any Sellers Indemnified Person wishes to make a Claim for indemnification by Buyer hereunder, Sellers shall notify Buyer of the matter that such Sellers Indemnified Person has determined has given rise to a right of indemnification under this Agreement stating the amount of Losses, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

• As a condition to asserting any rights under this Article VI, each Purchaser's Indemnified Person must appoint Purchaser, and each Seller's Indemnified Person must appoint Steven Mack, as its sole agent for all matters relating to any claim hxxxxxxxx.

• In the event that Buyer seeks indemnification on behalf of a Buyer Indemnified Person, or any of Sellers seeks indemnification on behalf of a Sellers Indemnified Person, such Party seeking indemnification (the "Indemnified Party") shall give written notice to the Indemnifying Party specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted.

• Any indemnification of the Purchaser's Indemnified Persons or the Seller's Indemnified Persons pursuant to this Article VIII shall be effected by wire transfer of immediately available funds from the Seller or the Purchaser, as the case may be, to an account designated by any Purchaser's Indemnified Person or Seller's Indemnified Person, as the case may be, within 15 days after the determination thereof.

• The rights of each Buyers Indemnified Person and Sellers Indemnified Person under this Section 7 are cumulative, and each Buyers Indemnified Person and Sellers Indemnified Person, as the case may be, will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this Section 7 without regard to the availability of a remedy under any other provision of this Section 7.

• Without limiting the generality of the foregoing, the consent of any Acquired Entity, any Sellers Indemnified Person or Purchaser Indemnified Person is not required for any amendment or waiver of, or other modification to, this Agreement, including any rights of indemnification to which such Person may be entitled.

• Without limiting the generality of the foregoing, the consent of the Corporation or any Sellers Indemnified Person or Purchaser Indemnified Person who is not a Party is not required for any amendment or waiver of, or other modification to, any Transaction Document including any rights of indemnification to which such Person may be entitled.

• As a condition to asserting any rights under this Article VI, each Purchaser's Indemnified Person must appoint Purchaser, and each Seller's Indemnified Person must appoint Xxx Xxxxxx, as its sole agent for all matters relating to any claim hereunder.

• As a condition to asserting any rights under this Article IX each Buyer's Indemnified Person must appoint Buyer, and Seller's Indemnified Person must appoint the Shareholder, as its sole agent for all matters relating to any claim hereunder.

More Definitions of Sellers Indemnified Person

Sellers Indemnified Person has the meaning specified in Section 12.04 of this Agreement.

Sellers Indemnified Person shall have the meaning set forth in Section 12.3.

Sellers Indemnified Person has the meaning attributed to said term in Section 8.01(b) of this Contract.

Sellers Indemnified Person means any Affiliate of Sellers or any of their respective directors, officers, employees, agents or stockholders who shall be an Indemnified Person under Article X. "SELLERS' KNOWLEDGE", or any similar expression with regard to the knowledge or awareness of or receipt of notice by Sellers, shall mean the actual, direct and personal knowledge, after due inquiry, of any of the Persons listed in SCHEDULE 1.1B; PROVIDED, HOWEVER, that Purchaser acknowledges that Sellers and the Persons listed in SCHEDULE 1.1B have not consulted with, or reviewed the books and records of, BellSouth International, Inc., any of the other Sellers or any Acquired Company and, accordingly, due inquiry does not include making any inquiries of BellSouth International, Inc., any of the other Sellers or any Acquired Company; PROVIDED, FURTHER, that, with respect to any such Person, such knowledge shall include knowledge that is inherent to the position and responsibility of such Person.