Seller Indemnitor definition

Seller Indemnitor means Satellink. -----------------

Seller Indemnitor is defined in Section 9.01.

Seller Indemnitor has the meaning set forth in Section 10.2(a).

Examples of Seller Indemnitor in a sentence

• None of Seller, Indemnitor, or, to Seller’s knowledge, any of its or their partners or members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

• If so reasonably requested by Seller, Indemnitor, the Company or any of the Company Subsidiaries, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller, the Company and the Company Subsidiaries with respect to any information to be provided to Acquiror pursuant to this Section 5.02(a).

• Sellers Agent shall have full power and authority on behalf of each Seller Indemnitor to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, Seller Indemnitors under this Article 8.

• Notwithstanding anything to the contrary herein contained, Buyer shall have the right to set-off against and deduct from the Note (a) any amount which any Seller Indemnitor becomes obligated (whether by agreement between one or more of the Seller Indemnitors and Buyer or by arbitration award) to pay to Buyer hereunder, and (b) any other amounts which may be payable by the Seller Indemnitors to Buyer under this Agreement or by virtue of the transactions provided for herein.

• Neither Seller, Indemnitor nor any of their respective Affiliates has employed any broker or finder or incurred any liability for any investment banking fees, brokerage fees, commissions or finders' fees in connection with the transactions contemplated by the Transaction Agreements for which any of the Company, the Company Subsidiaries, Acquiror or its Affiliates has or could have any liability.

More Definitions of Seller Indemnitor

Seller Indemnitor means Property Asset Management Inc., a Delaware corporation.

Seller Indemnitor means each of Graycliff and Hudson River, individually, and "Seller Indemnitors" means Graycliff and Hudson River, collectively.

Seller Indemnitor shall have the meaning set forth in Section 10(c)(iii).

Seller Indemnitor has the meaning as stated in Section 109.1.

Seller Indemnitor means, with respect to any claim for indemnification by a Micron Indemnitee pursuant to Article X, any Seller from whom the Micron Indemnitee seeks indemnification therefor pursuant to Article X.

Seller Indemnitor means each of Graycliff and Xxxxxx River, individually, and "Seller Indemnitors" means Graycliff and Xxxxxx River, collectively. "Seller Indemnitor's Pro Rata Share" means 24.69% in the case of Graycliff, and 47.64% in the case of Xxxxxx River. "Seller Representative" has the meaning set forth in Section 8.01(a). "Shares" has the meaning set forth in the recitals. "Statement of Objections" has the meaning set forth in Section 2.04(b)(ii). "Straddle Period" means a taxable period that begins before and ends after the Closing Date. "Subsidiary" has the meaning set forth in Section 3.04(a). "Systems" has the meaning set forth in Section 3.11(j). "Target Working Capital" means $2,686,263.00. "Taxes" means all federal, state, local, foreign and other income, gross receipts, sales, value added, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, escheat, abandoned or unclaimed property, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. "Tax Benefit Obligations" means the obligations of Seller and the Company to pay the amounts set forth in Section 9.6 of the 2014 Merger Agreement. "Tax Claim" has the meaning set forth in Section 6.02. "Tax Return" means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. "Third Party Claim" has the meaning set forth in Section 7.05(a). "Transaction Bonuses" means the bonuses in the aggregate amount equal to $175,000 to be paid out of that certain bonus pool created by the Company pursuant to that certain Joint Written Consent of the Board of Directors and Sole Shareholder of the Company dated March 24, 2017. "Transaction Documents" means this Agreement, the Indemnity Escrow Agreement, the Seller Equityholder Releases, and the employment agreement of Xxxxxxx X. Xxxxxxxx. 11

Seller Indemnitor shall have the meaning set forth in Section 6.2.