Buyer Indemnity definition

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

Buyer Indemnity and "Seller's Environmental Reports", from the Date of Agreement until the Approval Date (the "Inspection Period"), Buyer shall have the right to conduct, at its own expense, an inspection of the Property to do the following:

Buyer Indemnity means the indemnity provided by Buyer in Section 7.4.2 hereof. Buyer Obligations shall mean all obligations of Buyer under this Agreement and the Transaction Documents, including, without limitation, the payment of the Purchase Price and the performance of all actions and transactions in connection therewith on and after the Closing Date. Buyer Securities shall have that meaning set forth in Schedule 2.0 hereto. Bylaws shall mean, each the bylaws or operating agreement of the applicable entity. Schedules to Membership Interest Purchase Agreement 2

Examples of Buyer Indemnity in a sentence

• Buyer shall indemnify, defend and save Seller harmless against any and all liability for Buyer Indemnity Costs arising out of or in any way connected with Buyer’s failure to disseminate such information.

• In the event of the occurrence of any event which any party asserts constitutes a Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the indemnified party shall provide the indemnifying party with prompt notice of such event, including, without limitation, any facts and circumstances which give rise to such claim, and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.

• Annex 6.4(b) Buyer Indemnity Agreement PRICE INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of the 30th day of June, 2006, by and between Xxxxx Xxxxx (the “Indemnitor”) and Xxxxxxx Xxxxxxxx (the “Indemnitee”).

• Multi-criteria methods for decision-making provide a structured process that can help to resolve issues involving several factors and identify the best solutions to complex problems that require different assessment criteria or data.

• The City shall pay for the PPO dental plan for employees and their qualified dependents who have the Prudent Buyer Indemnity PPO Plan.

• For illustration purposes only, if there is an indemnifiable Loss and Expense equal to $150,200.00 and the then-outstanding principal amount of the Indemnity Note is $150,000.00 and the amount of Warrants available for reduction under the One Year Warrant is zero (0), the Buyer Indemnity Amount shall be equal to $200.00, and the number of Indemnity Offset Warrants shall be equal to 70/100 (0.70) of a Warrant (i.e., 0.70 of a Warrant).

• Subject to the provisions of Section 8.3, Seller hereby agrees to indemnify and hold Buyers, the Buyer Entities and the Elevator Subsidiaries harmless from, and to reimburse Buyers, the Buyer Entities and the Elevator Subsidiaries for, on an after-Tax basis, any Buyer Indemnity Claims arising under the terms and conditions of this Agreement.

• On each date before the Survival Date that Buyer and Seller resolve a Buyer Indemnity Claim, the number of Holdback Shares shall be reduced by a number of Ordinary Shares determined as the quotient obtained by dividing the amount of the agreed-upon Loss by the VWAP for such date.

• With respect to Buyer Indemnity Claims that Buyer and Seller cannot resolve, the number of Holdback Shares to be issued to Seller, if any, shall be determined, in accordance with the foregoing, pursuant to a non-appealable, final court order as of the date of such order.

• If Seller does not within thirty (30) days after receipt of such latter notice dispute in writing the Buyer Indemnity Claim by notice to Buyer and Escrow Agent, then Seller shall be deemed to have consented to such claim and, to the extent set forth in Buyer's notices, the computation thereof.

More Definitions of Buyer Indemnity

Buyer Indemnity means an indemnification obligation pursuant to Section 7(c). “Cap” has the meaning set forth in Section 7(f)(i).

Buyer Indemnity has the meaning given to that term in Clause 8.2;

Buyer Indemnity means an indemnity from Buyer’s Credit Enhancers in form and substance reasonably acceptable to Seller, agreeing to indemnify, defend and hold the Seller Guarantor Parties subject to any of the Loan Documents, any Ground Lease, any Franchise Agreement or any Hotel Management Agreements, as applicable, or any related Seller Guarantees, free and harmless from any and all obligations and liabilities thereunder first arising from and after the Closing Date, in each case, only to the extent (i) any such Loan Document, Ground Lease, Franchise Agreement or Hotel Management Agreement is assumed by Buyer or its Affiliate and/or (ii) the applicable Seller Guarantor Party is not released from such Seller Guarantee.

Buyer Indemnity means the indemnity provided by Buyer in Section 6.4.2 hereof. Bylaws shall mean, each the bylaws or operating agreement of the applicable entity.

Buyer Indemnity means an indemnification obligation pursuant to Section 7(c).

Buyer Indemnity has the meaning set forth in Section 8.1(b). ---------------