Seller Indemnity Claims has the meaning given in Section 9.5.

Seller Indemnity Claims shall have the meaning assigned to it in Section 11.02 of this Agreement.

Seller Indemnity Claims means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) the breach of any representations and warranties of Buyer which are contained in or made pursuant to this Agreement; (ii) any breach of nonfulfillment of, or failure to perform, any of the covenants, agreements, obligations or undertakings made by Buyer in or pursuant to this Agreement; (iii) any liabilities or obligations assumed by Buyer pursuant to the terms hereof; (iv) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to the disposal of any matter which is the subject of indemnification under this Section 8.3; and (v) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of any matter which is the subject of indemnification under this Section 8.3 and in which and to the proportionate extent Seller Affiliates prevail.

Examples of Seller Indemnity Claims in a sentence

Subject to the provisions of Section 8.3, Buyers hereby agree, jointly and severally, to indemnify and hold Seller and the Seller Entities harmless from, and to reimburse Seller and the Seller Entities for, on an after-Tax basis, any Seller Indemnity Claims arising under the terms and conditions of this Agreement.
Each of the parties hereby acknowledges and agrees that the limitations provided for in paragraphs (a) and (b) above apply only to Covered Purchaser Indemnity Claims or Covered Seller Indemnity Claims (as the case may be), and do not apply to any other rights to indemnification provided for in this Article VIII, including rights to indemnification against Retained Liabilities or Assumed Liabilities (as the case may be).
Covered Seller Indemnity Claims shall accumulate until such time as the aggregate amount of all Losses arising therefrom exceeds the Basket Amount, at which time the Purchaser shall be obligated to indemnify the applicable Indemnitees against such Losses, but only to the extent the aggregate amount thereof exceeds the Basket Amount.

More Definitions of Seller Indemnity Claims

Seller Indemnity Claims shall have the meaning ascribed to such term in Section 8.2.

Related to Seller Indemnity Claims

Seller Indemnified Persons has the meaning set forth in Section 8.3.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnitees has the meaning set forth in Section 8.03.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
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 Indemnitees has the meaning set forth in Section 7.02.
Buyer Losses shall have the meaning set forth in Section 8.2.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Seller Losses shall have the meaning set forth in Section 9.1(b).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Company Indemnified Persons has the meaning set forth in Section 5(a).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Seller Damages shall have the meaning given to such term in Section 14.3.
Holder Indemnified Parties has the meaning set forth in Section 7(a).

Seller Indemnity Claims definition

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Related Definitions

Related to Seller Indemnity Claims