Seller's Indemnification definition
Examples of Seller's Indemnification in a sentence
Seller's Indemnification of Buyer......................................................
No claim for indemnification relating to a representation or warranty by a Party may be made under this Article XII unless a Sellers Indemnification Notice or Buyer Indemnification Notice, as applicable, is given within the applicable survival period set forth in this paragraph.
The Parties acknowledge and agree that with respect to all indemnification claims Sellers, any member of Sellers' Groups or any Sellers' Representative may have under this Agreement (the "Sellers' Indemnification Claims") the provisions in paragraphs 6 to 10, 12, 16 to 20 of Schedule 8 shall apply mutatis mutandis.
Seller's Indemnification Liabilities under Section 11.2.2, as they apply to all claims made by Buyer directly against Seller under clause (i) (in the first paragraph of such Section 11.2.2), shall apply and be enforceable only as to Hazardous Substances Problems that have been identified to Seller by Buyer and as to which Buyer has commenced litigation against Seller relating to such Problems (if Seller has not previously accepted responsibility therefor) within eight (8) years after the Closing Date.
Seller's obligations set forth above shall be deemed part of Seller's Indemnification Liabilities for purposes of this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, ALL SERVICES, GUEST DATA, AND TRIPAROUND MATERIALS ARE PROVIDED “AS IS.” TRIPAROUND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Seller's Indemnification Liabilities under Sections 11.2.1(iii) and 11.2.1(iv) above shall apply and be enforced only to the extent that the liability or loss to Buyer is asserted against or incurred by Buyer within four (4) years after the Closing Date.
Notwithstanding anything to the contrary contained herein, with respect to any particular inaccuracy in or breach of any representation or warranty of Sellers in this Agreement for which the related Losses do not exceed the Sellers Per Claim Threshold, such Losses shall not be counted toward the Sellers Indemnification Threshold.
In such cases, the relevant Sellers Indemnification Obligations for Direct Claims shall last until a final resolution on any such actual or alleged breach is reached and the relevant amount of the Sellers Indemnification Obligations (if any) is duly paid.
If the Escrow Agent shall not have received from Sellers' Representative, within thirty (30) days after the date that the IDEX Indemnification Notice is received by the Escrow Agent, a written notice signed by Sellers' Representative in the form attached hereto as Exhibit B ("Sellers' Indemnification Objection Notice"), the Escrow Agent shall release from the Escrow Account and deliver to IDEX Escrow Funds in an amount equal to the Claimed Loss.