Seller Indemnification Obligations definition

Seller Indemnification Obligations shall have the meaning specified in Section 12.4(a).
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Seller Indemnification Obligations means Seller’s indemnification obligations set forth in Article VIII herein.
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Seller Indemnification Obligations has the meaning set forth in Section 9.1.
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Examples of Seller Indemnification Obligations in a sentence

  • If after such thirty (30) day period Seller has not delivered a Claim Response to Purchaser or it has delivered a Claim Response which does not dispute any portion of the claims contained in the Claim Certificate, the Seller Indemnification Obligations in the amount specified in the Claim Certificate shall become final.

  • In the absence of any objections to such Claim Certificate as provided in Section 11.4(b) by the date set forth in Section 11.4(b), Purchaser shall, subject to the other provisions of this Agreement, be entitled to recover from Seller the amount of such Purchaser Damages in satisfaction of the Seller Indemnification Obligations.

  • The Seller shall not be liable under the Seller Indemnification Obligations for a Loss if and to the extent that any reserve or provision is provided for with specific regard to the facts, circumstances or matters giving rise to the Loss in (i) the relevant Group Company’s 2022 financial statements, or (ii) the Group’s 2022 consolidated financial statements, within the limit of the amount of such specific reserve or provision.

  • In the absence of any objections to such Holdback Certificate as provided in Section 12.4(b) by the date set forth in Section 12.4(b), Purchaser shall, subject to the other provisions of this Agreement, be entitled to reduce the Holdback Amount by the amount of such Losses in satisfaction of the Seller Indemnification Obligations.

  • The following language is added to Paragraph IV.11 CONTRACT-009.1c Patent, Copyright, and Trademark Indemnity (Oct 2013): Exclusions to Seller Indemnification Obligations.

  • As security for the Seller Indemnification Obligations, at the Closing, Purchaser shall retain from the Purchase Price an amount of cash equal to the Holdback Amount.

  • In such event, the Original Proxy Form or the Revised Proxy Form (as the case may be) shall be deemed to have been revoked.

  • On the 12-month anniversary of the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter) (the "Holdback Due Date"), Purchaser shall deliver the Holdback Amount to the Seller; provided, however, that Purchaser may withhold from such delivery (i) any amounts applied in satisfaction of the Seller Indemnification Obligations and (ii) any amounts then in dispute related to Seller Indemnification Obligations.

  • Each of the Subsidiary Guarantors shall have executed and delivered to the Administrative Agent the Guarantor Consent.

  • In the event that Purchaser in good faith believes that it has a valid unsatisfied claim under the Seller Indemnification Obligations, Purchaser may, rather than making payment to Seller of amounts due under the Promissory Note, pay such amounts (to the extent of such claim) into an interest bearing escrow account with an independent third party bank (the "Escrow Agent") reasonably satisfactory to Seller.

Related to Seller Indemnification Obligations

  • 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.

  • 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.

  • 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.

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

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

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

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

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

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

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

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

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

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

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

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

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

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

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

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).