Seller Claims definition

Seller Claims has the meaning set forth in Section 7.2(a).

Seller Claims has the meaning set forth in Section 10.3(a).

Seller Claims has the meaning set forth in Section 5.12

Examples of Seller Claims in a sentence

• As used in this Agreement, the term “Indemnifiable Claim” means any Purchaser Claims or Seller Claims.

• It is further agreed and understood that this Release is a full and final release of all the Seller Claims whether known or unknown, fixed or contingent, manifested or unmanifested, except for those exceptions described in the previous sentence.

• Subject to the limitations set forth in this Article IX, as soon as reasonably practicable after a Buyer Indemnitee reasonably believes in good faith that he, she or it has, or based on facts or circumstances then in existence reasonably believes in good faith that he, she or it will have, a claim for indemnification under this Article IX (a “Buyer Claim”), Buyer shall give written notice thereof (a “Buyer Claims Notice” and, together with a Seller Claims Notice, a “Notice”) to the Seller Representative.

• Buyer shall respond to the Seller Representative (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that a Seller Claims Notice is received by Buyer.

• If Buyer elects not to dispute a Seller Claim described in a Seller Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Seller Claims Notice shall be conclusively deemed to be an obligation of Buyer, and Buyer shall pay, in cash, to the Seller Representative within five (5) days after the last day of the applicable Response Period the amount specified in Seller Claims Notice.

More Definitions of Seller Claims

Seller Claims shall have the meaning given to such term in Section 5.6(a).

Seller Claims shall have the meaning ascribed to the term in Clause 10.2;

Seller Claims means all claims, demands, suits, and causes of action by third parties (other than Buyer and its Affiliates) arising out of or in connection with this Agreement (including claims of negligence by Personnel of Seller or its Affiliates) that result, or are claimed to result, in whole or in part, from (i) the violation by Seller, its Affiliates, or any of their Personnel of any intellectual property right of another, (ii) the failure by Seller or its Affiliates to perform their obligations in this Agreement in accordance with their terms, or (iii) any other act or omission of Seller or its Affiliates.

Seller Claims shall have the meaning specified in Section 1.1(m).

Seller Claims shall have the meaning set forth in Section 9.1(a) hereof.

Seller Claims shall have the meaning ascribed to such term in Section 11.4 hereof.

Seller Claims shall have the meaning assigned thereto in Section 14.2.