Sellers Indemnity definition

Sellers Indemnity has the meaning set forth in Section 8.l(a).
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Sellers Indemnity shall have the meaning ascribed in Section 3.6.1.
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Sellers Indemnity means the indemnity provided by Sellers in Section 6.4.3 hereof subject to the Indemnity Caps.
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Examples of Sellers Indemnity in a sentence

  • All claims made pursuant to Section 8.2 hereof with respect to the Seller Title Representations shall in each case be fully reimbursable and are not subject to the Seller's Indemnity Threshold.

  • Any payment Sellers are obligated to make to any Purchaser Indemnified Party pursuant to this Article XI shall be paid from the Sellers' Indemnity Escrow Fund.

  • Any payment Sellers are obligated to make to Purchaser pursuant to this Section 3.8 shall be paid by Sellers by wire transfer of immediately available funds into an account designated by Purchaser; provided, however, that Purchaser may (but shall not be obligated to) elect, at any time, to withdraw the amount of any such payment from the Sellers' Indemnity Escrow Fund.

  • Twelve (12) months after the Closing Date, the Escrow Agent shall release the remaining amount of the Seller's Indemnity Escrow Fund to Sellers, except that the Escrow Agent shall retain an amount equal to the amount of the Unresolved Claims asserted prior to the expiration of such twelve (12) month period.

  • INDEMNIFICATION 1 Section 14.1 Seller's Indemnity 1 Section 14.2 Buyer's Indemnity 1 ARTICLE 15.

  • This Agreement is binding upon and is for the benefit of the parties hereto and their respective successors and assigns, and for the benefit of and enforceable by the other Persons party to any of the GLG Shareholders Agreement and/or the Sellers' Indemnity Agreement.

  • Six (6) months after the Closing Date, the Escrow Agent shall release fifty percent (50%) of (i) the then existing amount of the Sellers' Indemnity Escrow Fund to Sellers, less (ii) the amount of the Unresolved Claims asserted by Sellers prior to the expiration of such six (6) month period, and any unreleased amount shall be retained by the Escrow Agent.

  • On the Closing Date, Purchaser shall pay to the Escrow Agent, in immediately available funds, to the account designated by the Escrow Agent, the Sellers' Indemnity Escrow Amount (which shall be deducted from the Purchase Price) in accordance with the terms of this Agreement and the Indemnity Escrow Agreement.

  • Seller has agreed to indemnify and hold Buyer harmless from certain claims, causes of action, or damages arising from all times prior to the Closing Date as provided in Section 5.2(a) hereunder ("Seller's Indemnity").

  • The Sellers' Indemnity Escrow Fund retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article XI.


More Definitions of Sellers Indemnity

Sellers Indemnity has the meaning set forth in Section 8.l(a). -----------------
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Related to Sellers Indemnity

  • Seller Damages shall have the meaning given to such term in Section 14.3.

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

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

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

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

  • 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.

  • 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.

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

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

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

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

  • 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.

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

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

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

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

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • 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.

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

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

  • 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.

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

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

  • 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.