Buyer Indemnifiable Loss definition

Buyer Indemnifiable Loss has the meaning set forth in Section 8.2.
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Examples of Buyer Indemnifiable Loss in a sentence

  • Such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be sustained by the Buyer Indemnitee.

  • The D&O Obligations of the Acquired Entities shall continue during such period, provided, however, that any Loss incurred on account thereof shall be a Buyer Indemnifiable Loss pursuant to Article XII.

  • Any Buyer Indemnifiable Loss shall be net of the dollar amount of any insurance or other proceeds actually received by the Buyer Indemnified Parties with respect to the Buyer Indemnifiable Loss.

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  • To the extent known, such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be sustained by the Buyer Indemnitee.

  • Any Buyer Indemnified Party seeking indemnity hereunder shall use commercially reasonable efforts to seek coverage (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Buyer Indemnifiable Loss.

  • The Sellers agree, among themselves, that to the extent that any Seller is required to indemnify any Buyer Indemnitee for any Buyer Indemnifiable Loss, the indemnifying Seller shall be entitled to contribution from the other Seller for the indemnifying Seller’s share of the Indemnifiable Losses paid by the indemnifying Seller in proportion to the Consideration received by such Seller.

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  • Notwithstanding anything herein to the contrary, in the event of any Buyer Indemnifiable Loss resulting from, based upon or arising out of a breach by a Non-Compete Individual who is a Shareholder of Section 3.3, the Buyer Indemnified Parties shall be entitled to seek recovery from such Shareholder; provided, that such Shareholder’s liability for any such Buyer Indemnifiable Loss shall not exceed an amount equal to such Shareholder’s Pro Rata Portion of the Purchase Price.

  • Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee due to fraud or arising out of the failure of Buyer to perform any covenant or obligation to be performed by it at or after the Closing Date (including payment of the Purchase Price), shall not be subject to or applied against the Buyer Indemnifiable Loss Limit or the Basket, respectively.

Related to Buyer Indemnifiable Loss

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

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

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

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

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

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

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

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

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

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

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

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

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

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

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

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

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

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

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

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.