Examples of Specified Indemnity in a sentence
GroceryCo shall be liable for all Specified Indemnity Obligations (other than any Specified Indemnity Obligation of GroceryCo Canada) that are attributable to any tax sharing/allocation, purchase and sale, or similar agreements allocated to it on Schedule 1.2(16) of the Distribution Agreement.
Notwithstanding the foregoing, Servicer may only elect to carry out the Repurchase Procedure or the Resale Procedure (1) with respect to a Specified Indemnity Claim and (2) to the extent that any material breach giving rise to such claim has not been cured by Servicer within ninety (90) of receipt of the related Purchaser Claims Notice.
For the avoidance of doubt, the obligations of Servicer with respect to a Specified Indemnity Claim for which it has elected the Resale Procedure are not satisfied until the applicable Resale Price (together with any due and owed Resale Differential) has been received by the Purchaser (or its designee) by wire transfer into the account Purchase shall specify prior to such sale (or such other payment method reasonably acceptable to Purchaser).
Furthermore, the obligations of Seller with respect to a Specified Indemnity Claim for which it has elected the Resale Procedure are not satisfied until the applicable Resale Price (together with any due and owed Resale Differential) has been received by Purchaser (or its designee) by wire transfer into the account Purchase shall specify prior to such sale (or such other payment method reasonably acceptable to Purchaser).
Upon each Exclusion Removal, Exhibit K shall be modified by the Parties in respect of the corresponding Specified Indemnity Matter in manner that is mutually agreeable and that is consistent with the Exclusion Removal.
SnackCo shall be liable for all Specified Indemnity Obligations (other than any Specified Indemnity Obligation of SnackCo Canada) that are attributable to any tax sharing/allocation, purchase and sale, or similar agreements allocated to it on Schedule 1.2(25) of the Distribution Agreement.
Buyer agrees to, and to cause its Affiliates and Representatives to, use reasonable best efforts, in coordination with Sapphire, to minimize or eliminate any exclusions from coverage under the R&W Insurance Policy for which there is a corresponding Specified Indemnity Matter under this Agreement (each, an “Exclusion Removal”).
Notwithstanding the foregoing, Seller may only elect to carry out the Repurchase Procedure or the Resale Procedure (A) with respect to a Specified Indemnity Claim and (B) to the extent that any material breach giving rise to such claim has not been cured by Seller within ninety (90) days of receipt of the related Purchaser Claims Notice.
From and after the Closing, upon Buyer’s request and at Buyer’s sole cost, Seller shall submit claims for Losses specified by Buyer under the Specified Indemnity and shall remit any recovered proceeds under such Specified Indemnity to Buyer.
For claims that are first made from and after the Initial Release Date, only claims for Specified Indemnity Matters may be made against the Indemnity Escrow Account, and any claims for matters described in subclauses (B), (C) or (D) of clause (ii) above shall be made solely directly against the Sellers.