Examples of Acquirer Indemnified Parties in a sentence
For the avoidance of doubt, each of the Acquirer Indemnified Parties and the Contributor Indemnified Parties, as the case may be, shall be entitled to indemnification for damages (x) pursuant to Section 7.1(a)(ii) or Section 7.1(b)(ii) without regard to the Deductible or the Supplemental Cap, but subject to the Basic Cap, and (y) pursuant to Section 7.1(a)(i) or Section 7.1(b)(i) for breaches of Basic Representations without regard to the Deductible or the Supplemental Cap, but subject to the Basic Cap.
Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless the Acquirer Indemnified Parties against, or reimburse the Acquirer Indemnified Parties for, any Losses pursuant to Section 7.01(a)(1) in a cumulative aggregate amount exceeding $300,000,000.00 (other than Losses arising out of the inaccuracy or breach of the representations and warranties contained in Sections 2.01, 2.02, 2.03 and 2.04).
These rules state that:• if you have a spouse or civil partner and children, your spouse or civil partner inherits all of your personal possessions and the first £250,000 of your estate, plus half of anything above this amount.
The Acquirer acknowledges and agrees that the indemnification provisions in this Article 6 and the indemnification provisions in Articles 5 and 7 shall be the exclusive remedies of the Acquirer, the Acquirer Indemnified Parties and their respective Affiliates with respect to the transactions contemplated by this Agreement; provided, that the foregoing shall not be construed as limiting any right of indemnification or other remedy of the Acquirer under any Ancillary Agreement.
Claims against the Escrow Fund (valued as of the Closing Date) shall be the sole and exclusive remedy of the Acquirer Indemnified Parties for any Damages hereunder, provided, however, that the liability of HOVRS or the HOVRS Stockholders for Damages arising from a breach of any representation, warranty or covenant based on a criminal act or fraud shall be limited to the aggregate value of the Merger Consideration.
For the avoidance of doubt, the parties hereby expressly agree that Acquirer and the other Acquirer Indemnified Parties may (but are not obligated to) recover amounts under this Section 8.1 by recourse against the then remaining Indemnity Escrow Funds held in the Escrow Account and by offset against any Earnout Payment or claims against the Company Securityholders.
Without limiting the generality of Section 5(a) of this Agreement, the Stockholder acknowledges and agrees that the Equityholders, including the Stockholder, shall indemnify and hold harmless the Acquirer Indemnified Parties from Losses for which the Acquirer Indemnified Parties are entitled to indemnification under Section 7.02 of the Merger Agreement, subject to the conditions and limitations set forth in Article VII of the Merger Agreement.
No claim for Damages shall be made under Section 9 unless the aggregate of Damages exceeds $25,000 for which claims are made hereunder by the Target Indemnified Parties or Acquirer Indemnified Parties, as the case may be, in which case the Target Indemnified Parties or Acquirer Indemnified Parties, as the case may be, shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this Section 9(d).
Acquirer and Parent shall, and shall cause the Acquirer Indemnified Parties and Parent Indemnified Parties, as applicable, to, use commercially reasonable efforts to collect any amounts available under such third party insurance coverage and from any Person alleged to have responsibility, provided that the foregoing obligation to use commercially reasonable efforts is not a condition precedent to an Indemnified Party’s rights to indemnification hereunder.
Acquirer and the other Acquirer Indemnified Parties shall recover amounts under this Section 8.1 in accordance with Sections 8.5, 8.7 and 8.8.