Examples of Buyer Indemnified Party in a sentence
If Sellers’ Representative chooses not to assume the defense of any Third Party Claim or fails to diligently prosecute the defense of any Third Party Claim for which it has assumed defense, the Buyer Indemnified Party shall assume the defense of such Third Party Claim; provided that Sellers’ Representative shall retain the right to participate in such defense (including with counsel selected by it) at its sole cost and expense.
Such notice by the Buyer Indemnified Party shall describe the Third Party Claim in reasonable detail (to the extent known), shall include copies of all material written evidence thereof (to the extent then provided to the Buyer Indemnified Party) and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Buyer Indemnified Party.
Notwithstanding any provision of this Agreement to the contrary, a Buyer Indemnified Party may not recover any Losses under Section 6.2 unless and until such Losses under Section 6.2 exceeds $125,000 in the aggregate (the “Basket Amount”), in which case Buyer shall be entitled to recover all Losses (including, for the avoidance of doubt, the Basket Amount).
Subject in all events to the limitations set forth in this Article VII, any Losses for which any Buyer Indemnified Party is entitled to indemnification under this Article VII shall be paid: (a) first, from the Indemnification Escrow Account; and (b) second, to the extent any such Losses are not fully paid pursuant to Section 7.3(a) above, by Arigossi.
Seller shall only be required to indemnify a Buyer Indemnified Party for any particular Loss one time.