Sellers Indemnified Person definition

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

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.

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

Examples of Sellers Indemnified Person in a sentence

• 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.

• 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.

• In the event that either the Buyers or the Guarantor may be obligated to indemnify a Sellers Indemnified Person under both subsection (i) and subsections (iv)-(vii) of this Section 7.2, the Sellers' obligations under subsections (iv)-(vii) shall be controlling and the limitations provided in Sections 7.2 and 7.3 shall not apply.

• 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.

• 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.

• But in terms of imperial mercantilism, it’s quite sustainable indeed.

• As a condition precedent to the receipt of benefits under this Plan, the Committee and Participating Employers may each require Eligible Employees to provide them and their agents with such information, in writing, and in such form as they deem necessary.

• 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.

• The Institution recognizes that academic freedom is a fundamental principle that may not be abridged for any reason, at any time, including the right of Staff Members and Students to freely publish their work, and to enjoy unfettered use of their own IP for research and educational purposes.

• 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 specified in Section 11.3.

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.