Transferee Indemnitee definition

Transferee Indemnitee has the meaning set forth in Section 8.1(b).
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Transferee Indemnitee. The transferee, its shareholders, directors, employees, agents, managers, consultants and representatives;
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Transferee Indemnitee has the meaning set forth in Section 6.02(b).
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Examples of Transferee Indemnitee in a sentence

  • To the extent that any Damages that any Transferee Indemnitee may suffer arise from actual or claimed breaches of representations or warranties set forth in this agreement (other than the representations and warranties contained in sections 5.3, 5.12(a) and 5.14) and also relate to or constitute Excluded Liabilities, then the indemnification obligations of the Transferor and the Shareholders with respect to such Damages shall be subject to the limitations set forth above in this section 12.4(a).

  • For purposes of determining whether any Transferee Indemnitee is able to seek indemnification from the Transferor or the Shareholder under section 12.1(a) for any breach or alleged breach of any representation or warranty in this agreement, the use of the terms "knowledge," "best of (a party's) knowledge," "material," or "in all material respects," shall be disregarded and any and all claims for such indemnification shall be determined as if no such terms were present in such representation or warranty.

  • For the purposes of determining whether any Transferee Indemnitee is able to seek indemnification from the Transferors under section 10.1(a) for any breach or alleged breach of any representation or warranty in this Agreement, the use of the terms "knowledge" or "material" shall be disregarded and any and all claims for such indemnification shall be determined as if no such terms were present in such representation or warranty.

  • If any Transferee Indemnitee or Transferor Indemnitee (an "Indemnified Party") believes that it has suffered or incurred or will suffer or incur any Damages for which it is entitled to indemnification under this ARTICLE VII, such Indemnified Party shall so notify the party or parties from whom indemnification is being claimed (the "Indemnifying Party") with reasonable promptness and reasonable particularity in light of the circumstances then existing.

  • Each Optimus Indemnitee and Transferee Indemnitee that is not a party to this Agreement shall be an express third party beneficiary of this Article with the right to directly enforce the provisions thereof.

  • For the purposes of determining the amount for which any Transferee Indemnitee is able to seek indemnification from the Transferors under section 10.1(a) for any breach or alleged breach of any representation or warranty in this Agreement, the use of the term "material" shall be disregarded and the amount of any and all claims for such indemnification shall be determined as if no such term were present in such representation or warranty.

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  • Nothing in this Agreement shall entitle any Person other than Transferee and Transferor to any Claims, remedy or right of any kind, except as to those rights expressly provided to Transferor Indemnitees and Transferee Indemnitees (provided, however, any claim for indemnity hereunder on behalf of a Transferor Indemnitee or a Transferee Indemnitee must be made and administered by a Party to this Agreement).

  • Transferor shall pay all sales, use, transfer, recording, gains, stock transfer and other similar Taxes and fees (other than Irish stamp duty) (“Transfer Taxes”) arising out of or in connection with the transactions effected pursuant to this Agreement and the other Sale Documents, and shall indemnify, defend, and hold harmless each Transferee Indemnitee and the Company on an after-Tax basis with respect to such Transfer Taxes.

Related to Transferee Indemnitee

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Investor Indemnified Party is defined in Section 4.1.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Holder Indemnified Party is defined in Section 4.1.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

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

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.