Purchaser Indemnitees. Purchaser Indemnitees" shall mean (a) the Purchaser, (b) the Purchaser's current and future affiliates; (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b); and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Shareholders shall not be deemed to be "Purchaser Indemnitees".
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. 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. 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 Indemnitees" shall mean the following Persons: (a) the Purchaser; (b) the Purchaser's current and future affiliates (including the Company but excluding the Selling Shareholders); (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. RELATED PARTY. Each of the following shall be deemed to be a "Related Party":
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
Purchaser Indemnitees. 6.2(a) Securities Act ........................... 5.6
Purchaser Indemnitees. Purchaser, Purchaser’s Affiliates, and their respective successors and assigns, and the respective officers, directors, shareholders, partners, members, employees, and agents of each of them.
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.
