Examples of Transferee Indemnitee in a sentence
Each Optimus Indemnitee and Transferee Indemnitee that is not a party to this Agreement shall be an express third party beneficiary of this Article with the right to directly enforce the provisions thereof.
For the purposes of determining the amount for which any Transferee Indemnitee is able to seek indemnification from the Transferors under section 10.1(a) for any breach or alleged breach of any representation or warranty in this Agreement, the use of the term "material" shall be disregarded and the amount of any and all claims for such indemnification shall be determined as if no such term were present in such representation or warranty.
A claim by a Transferee Indemnitee or a Transferor Indemnitee for indemnification under Section 8(b)(i) or 8(c)(i), respectively, shall be ineffective unless such Person delivers a written claim for indemnification within the survival period specified in this Section 8(d)(i) as applicable to the representation or warranty that is the subject of such claim.
If any Transferee Indemnitee or Transferor Indemnitee (an "Indemnified Party") believes that it has suffered or incurred or will suffer or incur any Damages for which it is entitled to indemnification under this ARTICLE VII, such Indemnified Party shall so notify the party or parties from whom indemnification is being claimed (the "Indemnifying Party") with reasonable promptness and reasonable particularity in light of the circumstances then existing.
Nothing in this Agreement shall entitle any Person other than Transferee and Transferor to any Claims, remedy or right of any kind, except as to those rights expressly provided to Transferor Indemnitees and Transferee Indemnitees (provided, however, any claim for indemnity hereunder on behalf of a Transferor Indemnitee or a Transferee Indemnitee must be made and administered by a Party to this Agreement).
Transferor shall pay all sales, use, transfer, recording, gains, stock transfer and other similar Taxes and fees (other than Irish stamp duty) (“Transfer Taxes”) arising out of or in connection with the transactions effected pursuant to this Agreement and the other Sale Documents, and shall indemnify, defend, and hold harmless each Transferee Indemnitee and the Company on an after-Tax basis with respect to such Transfer Taxes.
For the purposes of determining whether any Transferee Indemnitee is able to seek indemnification from the Transferors under section 10.1(a) for any breach or alleged breach of any representation or warranty in this Agreement, the use of the terms "knowledge" or "material" shall be disregarded and any and all claims for such indemnification shall be determined as if no such terms were present in such representation or warranty.