Seller Indemnifying Party definition

Seller Indemnifying Party has the meaning set forth in Section 8.02.

Seller Indemnifying Party has the meaning given in Section 8.2(c)(iii).

Seller Indemnifying Party has the meaning set forth in Section 10.1(b).

Examples of Seller Indemnifying Party in a sentence

• The amount of any Damages subject to indemnification by a Seller Indemnifying Party hereunder shall be net of (i) any amounts actually recovered or recoverable by the Buyer Indemnified Party, the Target Group Companies under insurance policies, other sources of indemnification, or otherwise, with respect to such Damages (net of documented out-of-pocket expenses incurred in connection with such recovery).

• In the event that the Indemnifying Party is the Seller Indemnifying Party and the Stockholders’ Representative has not objected within such thirty (30) calendar day period to a Damages Certificate presented by Buyer, then Buyer may retain a portion of the Holdback that is equal to the amount set forth in such Damages Certificate and the Holdback shall be reduced by such amount.

• In the event a Buyer Indemnified Party receives any recovery from insurers or otherwise with respect to such Damages after a Seller Indemnifying Party has made a payment in respect of such Damages, the Buyer Indemnified Party as the case may be, shall refund to the Seller Indemnifying Party the amount actually received by it (net of any expenses incurred by such Person in collecting such amounts).

• Subject to the other provisions of this ARTICLE X, in addition to any rights of setoff or other similar rights that the Buyer or any of the other Buyer Indemnified Parties may have at common law or otherwise, the Buyer shall have the right to withhold and deduct any sum that may be owed to any Buyer Indemnified Party under this ARTICLE X from any amount otherwise payable by any Buyer Indemnified Party to any Seller Indemnifying Party.

• Notwithstanding anything to the contrary herein, in any event in which the arbitrator decides in favor of a Seller Indemnifying Party or a Seller in a Fraud claim brought by the Buyer Indemnified Parties against a Seller Indemnifying Party or a Seller, then the Buyer Indemnified Parties shall bear all costs and expenses incurred by the parties in such arbitration.

More Definitions of Seller Indemnifying Party

Seller Indemnifying Party has the meaning set forth in Section 5.2(a).

Seller Indemnifying Party has the meaning set forth in Section 9.1 of this Agreement.

Seller Indemnifying Party or “Seller Indemnifying Parties” shall have the meaning set forth in Section 12.3.

Seller Indemnifying Party means Seller, for Claims pursuant to Section 8.2(a), and the applicable Shareholder, for Claims pursuant to Section 8.2(b).

Seller Indemnifying Party means the Seller against whom a claim is asserted under Section 6.2(b) by a Purchaser Indemnified Party.

Seller Indemnifying Party means all Parent Stockholders or Members that receive any portion of Merger Consideration or NoveCite Cash Consideration pursuant to this Agreement.

Seller Indemnifying Party means Seller or any Subsidiary of Seller (other than the Purchased Entities and their Subsidiaries).