Seller Special Indemnity Matters definition

Seller Special Indemnity Matters means any claims under Section 8.1(a) for a breach or inaccuracy of any Fundamental Representation, any claims under Section 8.1(b) or (c), and any claims based on any fraud or willful misconduct. For the sake of clarity, “Seller Special Indemnity Matters” includes any breach by Seller of any obligation of it to pay any amount due under Section 2.3, 2.4 or 11.10.

Related to Seller Special Indemnity Matters

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Environmental Indemnity means that certain Environmental Indemnity Agreement dated as of the date hereof executed by Borrower in connection with the Loan for the benefit of Lender.

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

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

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

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

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

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

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

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

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

  • Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • 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.

  • Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens, costs and expenses of investigation and defense of any claim, including, without limitation, attorney’s fees, that are incurred at any time as a result of the existence of Environmental Conditions upon, about or beneath the Project Site or migrating or threatening to migrate to or from the Site, and including, without limitation:

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

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

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

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.