Purchaser Indemnity Obligations definition

Purchaser Indemnity Obligations means all Liabilities (whether resulting from a Direct Claim or a Third Party Claim) to the extent such Liabilities relate to, arise out of or result from, directly or indirectly, any of the following items:
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Purchaser Indemnity Obligations shall have the meaning given such term in Section 8.02(e).
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Purchaser Indemnity Obligations shall have the meaning set forth in Section 5.3.2.
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Examples of Purchaser Indemnity Obligations in a sentence

  • Except as otherwise specifically set forth in any provision of this Agreement, Purchaser shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the Manufacturer Indemnitees from and against all Purchaser Indemnity Obligations.

  • Additional Seller Indemnity Obligations: Additional Purchaser Indemnity Obligations: Not applicable.

  • Often, companies will publicize their experience in tender documents with statements like “over 150 years of experience”.

  • Except as otherwise specifically set forth in any provision of this Agreement, Purchaser shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the Packager Indemnitees from and against all Purchaser Indemnity Obligations.

  • Additional Seller Indemnity Obligations: Not applicable Additional Purchaser Indemnity Obligations: Not applicable Survival Period: Until the date that is 12 months after the Closing, except for the representations and warranties in (x) Sections 2.1, 2.2, 2.3, 2.5, 2.6, 2.9 and 2.12, and Sections 3.1, 3.2, 3.3, 3.5 and 3.11 which shall survive until the expiration of the applicable statute of limitations (including extensions thereof) (the “Survival Period”).

  • Indemnification Provisions Additional Seller Indemnity Obligations: Not applicable Additional Purchaser Indemnity Obligations: Not applicable Survival Period: Until the date that is 12 months after the Closing, except for the representations and warranties in (x) Sections 2.1, 2.2, 2.3, 2.5, 2.6 and 2.9, and Sections 3.1, 3.2, 3.3, 3.5 and 3.11 which shall survive until the expiration of the applicable statute of limitations (including extensions thereof) (the “Survival Period”).

Related to Purchaser Indemnity Obligations

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.

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

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

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

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

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

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

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

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

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

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

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

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

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

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

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

  • Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

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

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

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

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