Sellers Indemnity definition

Sellers Indemnity shall have the meaning ascribed in Section 3.6.1.
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Sellers Indemnity has the meaning set forth in Section 8.l(a).
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Sellers Indemnity has the meaning set forth in Section 8.l(a). -----------------
Sample 1

Examples of Sellers Indemnity in a sentence

  • Seller’s Indemnity obligations hereunder shall not be limited to the extent of any insurance available to or provided by Seller.

  • Assumption and Indemnification 31 Section 12.1 Assumption and Indemnification By Buyer 31 Section 12.2 Indemnification By Seller 31 Section 12.3 Survival of Provisions 32 Section 12.4 Limitation on Seller’s Indemnity Obligations 33 Section 12.5 Notice of Claim 33 Section 12.6 No Commissions Owed 33 Section 12.7 Calculation of Loss 33 Section 12.8 Tax Treatment of Indemnity Payments 34 ARTICLE XIII.

  • Subject to and except as expressly provided in Section 11.3(a) (Seller’s Indemnity), Buyer agrees to indemnify Seller and save Seller harmless from and against any and all Claims from any and all persons, arising from or out of claims of title, personal injury or property damage which attach after risk of loss to such Conforming SNG passes to Buyer at the Title Transfer Point.

  • Buyer shall be entitled to reduce the Holdback Consideration by the amount necessary to satisfy and pay the amount of any Buyer Indemnified Losses with respect to which a Buyer Indemnified Party is entitled to indemnification pursuant to this Article IX by deducting from the Holdback Consideration cash and shares of Buyer Common Stock, in accordance with each TopCo Seller’s Indemnity Pro Rata Portion of such Buyer Indemnified Losses.

  • Upon Vertex Ohio’s payment of the principal balance owing by Vertex Ohio under that certain promissory note in the principal amount of Five Million One Hundred Fifty Thousand Dollars ($5,150,000.00) made payable to Seller by Vertex Ohio (“Ohio Note”), Seller agrees to set aside an amount of the proceeds of the Ohio Note equal to Seller’s Indemnity Cap in an escrow account with Fidelity National Financial, Inc., or one of its affiliates (the “Indemnity Holdback”).


More Definitions of Sellers Indemnity

Sellers Indemnity means the indemnity provided by Sellers in Section 6.4.3 hereof subject to the Indemnity Caps.
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Related to Sellers Indemnity

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • 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.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

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

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

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • 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.

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

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

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

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

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

  • 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.

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

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.