Purchaser Indemnitees. Purchaser Indemnitees" shall mean the following Persons: (a) Purchaser and its Affiliates; (b) Purchaser’s successors and assigns; and (c) the Representatives of the Purchaser.
Purchaser Indemnitees. Purchaser Indemnitees" shall mean the following Persons:
Purchaser Indemnitees. The parties hereto agree that Section --------------------- 8.01(b)(i) of the Recapitalization Agreement is hereby amended to remove the following persons from the definition of Purchaser Indemnitees: Xxxxxxx Iron and Metal Company (on behalf of Xxxxx Xxxxxxx), Xxxxx Xxxxxxx, Xx Xxxx and Xxxxxx Xxxxxxxxxx.
Purchaser Indemnitees. Purchaser and its Affiliates, and each officer, director, shareholder, employee, representative and agent of all of the foregoing (collectively, the "Purchaser Indemnitees"), shall each be indemnified and held harmless to the extent set forth in this Article IX by Seller with respect to any and all Damages incurred by any Purchaser Indemnitee as a proximate result of: (1) an inaccuracy or misrepresentation in the representations and warranties in this Agreement or any other Acquisition Document, or any breach of any covenant or agreement made in this Agreement or any other Acquisition Document (including any Exhibits (other than the Ancillary Agreements) and Schedules hereto and thereto), by Seller; (2) any Excluded Liabilities; and (3) any Non-Alpha Products' (conforming strictly to Seller's designs as of the Closing Date) made, used, imported, or sold by or on behalf of Purchaser, infringing any patent of any third party ("Third Party Patent Claims"), provided that Seller shall have no indemnification obligations hereunder with respect to any Non-Alpha Product of a design that has been enhanced or modified after the Closing Date other than a minor modification that Purchase can demonstrate is actually necessary solely for migrating to another fabrication process; and (4) Non-Alpha Products' or future generations thereof made, copied, displayed, used, performed, imported, sold, offered for sale, distributed or otherwise disposed of by or on behalf of Purchaser, infringing any copyrights or mask work rights, or misappropriating trade secrets of any third party ("Third Party Non-Patent IP Rights") where such action or claim is based solely on Seller's infringement or misappropriation of such Third Party Non-Patent IP Rights prior to the Closing Date ("Third Party Non-Patent IP Claims"); provided that Seller shall have no indemnification obligation hereunder with respect to any such action or claim to the extent such action or claim is based on any addition, modification or combination made, utilized or implemented by Purchaser that was not part of, or utilized in connection with the making, copying, displaying, using, performing, importing, selling, offering for sale, distributing or disposing of, any Non-Alpha Product prior to the Closing Date.
Purchaser Indemnitees. 6.2(a) Securities Act ........................... 5.6
Purchaser Indemnitees. Purchaser and its Affiliates and --------------------- Associates and each representative and agent of all of the foregoing (collectively, the "Purchaser Indemnitees"), shall each be indemnified and held harmless to the extent set forth in this Article IX by Seller with respect to any and all Damages incurred by any Purchaser Indemnitee resulting from, arising out of or relating to: (1) an inaccuracy or misrepresentation in any of the representations, warranties, covenants and agreements in this Agreement or any other Acquisition Document by Seller, (2) any breach of any covenant or agreement made in this Agreement or any other Acquisition Document by Seller (including any Exhibits and Schedules hereto and thereto); (3) the conduct of the Business or the operation, use or other exploitation of the Purchased Assets prior to the Closing; and (4) any Excluded Asset or Excluded Liability.
Purchaser Indemnitees. “Purchaser Indemnitee” or “Purchaser Indemnitees” shall mean any one or more of the following Persons: (a) Purchaser; (b) Purchaser’s Affiliates (including, following the Closing, the Company); (c) the respective Representatives of the Persons referred to in clauses “(a)” and “(b)” above; and (d) the respective successors and assigns of the Persons referred to in clauses “(a)”, “(b)” and “(c)” above; provided, however, that the Company’s shareholders prior to Closing (other than the Purchaser”) shall not be deemed to be “Purchaser Indemnitees.” Selling Shareholder Indemnitees. “Selling Shareholder Indemnitee” or “Selling Shareholder Indemnitees” shall mean any one or more of the following Persons: (a) each of the Selling Shareholders; (b) each of the Selling Shareholders’ affiliates (excluding the Company); (c) the respective Representatives of the Persons referred to in clauses “(a)” and “(b)” above; and (d) the respective successors and assigns of the Persons referred to in clauses “(a)”, “(b)” and “(c)” above.
Purchaser Indemnitees. 11.1 Certain of the specific indemnities, Warranties and reimbursement provisions in this Agreement are intended by the Seller and the Purchaser to safeguard the financial and operational strength and position of the Group Companies. Therefore, where in this Agreement a Claim against the Seller may be made by a Purchaser Indemnitee, the Seller and the Purchaser agree that if and when any compensation for Damages are paid under this Agreement that compensation should in the first place be made or paid to the Target and/or the relevant Group Companies rather than a Purchaser Indemnitee which is not a Group Company. Notwithstanding the foregoing, it is agreed that:
11.1.1 this principle shall not limit the ability of any Purchaser Indemnitee that is not a Group Company to seek and/or be awarded compensation for any Damages that such Purchaser Indemnitee may suffer in addition to the Damages suffered by the Group Companies, including Damages because a defect in the title to the Acquisition Shares or Preferred Equity or such Purchaser Indemnitee's own expenses if and when it (or its Affiliates other than the Group Companies) are sued by a Third Party, either alone or simultaneously with a claim against the Group Companies in relation to the same matters;
11.1.2 where the Damages, substance of the Claim, opportunity to recover and any other relevant factor in relation to the likely outcome of any Claim mean that the Purchaser and its Affiliates (excluding the Group Companies) are more likely to recover a larger amount as compared to the Group Companies, nothing in this paragraph 11 shall prevent the Purchaser or its Affiliates from pursuing any such Claim;
11.1.3 the Purchaser and/or its Affiliates (excluding the Group Companies) may make any Claims for Damages or otherwise concurrently with any Claims made by the Target and or Group Companies in relation to the same facts or circumstance; and
11.1.4 the Seller and the Purchaser may at any time in their absolute discretion agree on a change to the above in writing without the Target's consent for such a change.
11.2 To the extent any Group Company (other than the Target) is entitled to bring any Claim, such Claim may be brought by the Target on such Group Company's behalf. Schedule 18 SPECIFIED EMPLOYEES Schedule 19 DEED OF TRANSFER Schedule 20 NOTARY LETTER Schedule 21 DATA ROOM INDEXES Schedule 22 PROPERTIES Part A OWNED REAL PROPERTY Part B MATERIAL LEASED PROPERTY Part C NON MATERIAL LEASES Schedule 23 EQUIT...
Purchaser Indemnitees. “Purchaser Indemnitees” shall have the meaning set forth in Section 17.6.
Purchaser Indemnitees. 7.2(a) Real Property Leases..................................................2.1(a) Retained Liabilities..................................................2.5 Seller's 401(k) Plan..................................................3.11(b) Seller Intellectual Property..........................................2.2(e) Seller Indemnitees....................................................7.3(a) Termination Date......................................................6.3(a)(ii) Third Party Claim.....................................................7.5(b) TII Industries........................................................5.4
