Seller Damages shall have the meaning given to such term in Section 14.3.
Indemnity Cap has the meaning set forth in Section 10.3(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
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.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Losses shall have the meaning set forth in Section 8.2.
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Indemnity Escrow Amount means $3,000,000.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Environmental Damages means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including reasonable fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, direct or indirect, foreseeable or unforeseeable, made, incurred, suffered or brought at any time and from time to time and arising in whole or in part from:
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
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.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
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.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.