Indemnifying Seller definition

Indemnifying Seller and "Indemnifying Sellers" has the meaning ascribed thereto in the caption.
Indemnifying Seller means each of the Title Indemnifying Sellers, the Company Indemnifying Sellers and the KB Indemnifying Seller (as applicable);
Indemnifying Seller shall have the meaning set forth in Section 11.1.

Examples of Indemnifying Seller in a sentence

  • The Indemnifying Party will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds (or, in the case of an Indemnifying Seller, by delivery of its shares of Buyer Common Stock to the extent applicable under Article VIII) within five (5) business days after such Claim is determined to be an Approved Indemnification Claim.

  • Notwithstanding any other contrary provision in this Agreement, except with respect to claims for fraud, no Indemnifying Seller shall be liable for indemnification obligations pursuant to this Article 8 if the payment of such indemnification would, when added to all amounts previously paid by the Indemnifying Sellers pursuant to this Article 8 (after the deductible provided in Section 8.4(C) has been exceeded), exceed, in the aggregate, One Million Dollars ($1,000,000).

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  • Although the Sellers contractually agreed that they could be required to indemnify Swipe in the event that a senior management employee committed or directed fraud, that provision does not extend to Kristen Zeller-Miller in her individual capacity because she is not defined as an Indemnifying Seller under the contract.81 The claims against Kristen Zeller-Miller in her individual capacity are therefore dismissed.

  • They are able to discriminate objects experienced by ‘we’ as opposed to ‘I’ alone (Tomasello et al., 2005, Moll et al., 2008).

  • In the reply to the Defence, the customer must state which matters in the Defence are now accepted, and the matters which remain disputed, with reasons.

  • The failure of the Indemnifying Seller to deliver a Funding Notice pursuant to this Section 11.12 shall not limit the rights or obligations of the Indemnifying Seller or the other Contributing Sellers under this Agreement.

  • Such Indemnifying Seller is acquiring the shares of Parent Common Stock for investment for his or its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution of any part thereof.

  • The Designated Project Teams should consider the priorities identified in the NYCHA Design Guidelines for the Rehabilitation of NYCHA Residential Buildings, the NYCHA Connected Communities Guidebook, the NYCHA Sustainability Agenda, and the NYCHA Climate Mitigation Road Map as they develop their proposals.

  • Such Indemnifying Seller understands that the shares of Parent Common Stock to be acquired have not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Indemnifying Sellers' representations as expressed herein.


More Definitions of Indemnifying Seller

Indemnifying Seller has the meaning specified in Section 10.07(a).
Indemnifying Seller each Seller and the PR Holder.

Related to Indemnifying Seller