Buyer Indemnified Party. “Buyer Indemnified Party” is defined in Section 8.2(a).
Buyer Indemnified Party. Buyer Indemnified Party" shall have the meaning given in Section 9.2.
Buyer Indemnified Party. Section 10.2
Buyer Indemnified Party. A Buyer Indemnified Party shall provide and shall cause Seller to provide, as applicable, the Seller Representative and counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Seller Representative in the defense or settlement thereof and the Seller Indemnifying Parties shall reimburse the Buyer Indemnified Party for all of the reasonable out of pocket expenses of such Buyer Indemnified Party in connection therewith. Unless and until the Seller Representative elects to defend or if, after commencing or undertaking any such defense, the Seller Representative fails to prosecute or withdraws from such defense, Buyer Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Seller Indemnifying Parties’ expense. Notwithstanding the foregoing, neither the Buyer Indemnified Party, nor the Seller Indemnifying Parties or the Seller Representative, shall make any settlement or compromise of any such claim, assertion, event or proceeding without the consent of the other (which consent may not be unreasonably withheld or delayed). Any settlement or compromise made or caused to be made by the Buyer Indemnified Party or the Seller Indemnifying Parties or the Seller Representative, as the case may be, of any such claim, assertion event, or proceeding shall also be binding upon the Seller Indemnifying Parties and the Seller Representative or the Buyer Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise.
Buyer Indemnified Party. The Escrow Claims Period shall commence on the Closing Date and shall terminate on such date which is 18 months from the Closing Date, at which time any remaining funds in the Escrow Fund shall be released and distributed to the Controlling Shareholders, subject to the provisions of the Escrow Agreement. Thereafter, the Controlling Shareholders shall have no further indemnification or other obligations to the Buyer Indemnified Parties under this Article VIII, other than indemnification obligations specifically set forth in this Article VIII with respect to Tax Losses, subject to the Tax Indemnification Period and the Tax Limit.
Buyer Indemnified Party. The Escrow Claims Period shall commence on the Closing Date and shall terminate on such date which is 18 months from the Closing Date, at which time any remaining funds in the Escrow Fund shall be released and distributed to the Company, subject to the provisions of the Escrow Agreement. Thereafter, (i) the Company shall have no further indemnification or other obligations to the Buyer Indemnified Parties under this Article VII, and (ii) the Controlling Shareholders shall have no further indemnification or other obligations to the Buyer Indemnified Parties under this Article VII, other than indemnification obligations specifically set forth in this Article VII with respect to Tax Losses, subject to the Tax Indemnification Period and the Tax Limit.
Buyer Indemnified Party. 3 1.17. Buyer's Schedule of Allocated Values...........................3 1.18. Closing........................................................3 1.19.
Buyer Indemnified Party. 64 Cap ....................................................................... 66
Buyer Indemnified Party. Buyer Indemnified ----------------------- Parties, Seller Indemnified Party or Seller Indemnified Parties making a claim for indemnification under this Article shall be, for the purposes of this Agreement, referred to as the "Indemnified Party" and the party or parties ----------------- against whom such claims are asserted under this Article shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party." All claims ------------------ by any Indemnified Party under this Article shall be asserted and resolved as follows:
Buyer Indemnified Party ss.11.02(a) Buyer Indemnitees................................. ss.9.01(a) Buyer Intellectual Property....................... ss.4.15 Buyer Internal Systems............................
