Acquirer Indemnified Party definition

Acquirer Indemnified Party shall have the meaning set forth in Section 9.2.

Acquirer Indemnified Party shall have the meaning given such term in Section 11.01 hereof.

Acquirer Indemnified Party and "Acquirer Indemnified Parties" shall have the meanings set forth in Section 9.2(b).

Examples of Acquirer Indemnified Party in a sentence

• The Securityholders’ Agent waives, and acknowledges and agrees that such party shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, indemnity, subrogation, reimbursement, or advancement of expenses with respect to any Damages, against the Acquirer Indemnified Party, or its successors or assigns, in connection with any indemnification obligation under this Agreement.

• A failure to provide the Acquirer Indemnified Party with notice disputing a claim for Damages within thirty (30) days of receipt of a Damages Notice from an Acquirer Indemnified Party shall be deemed acceptance of such claim.

• In the case of an Indemnity Claim against an Acquirer Indemnified Party, such claim shall be paid in cash.

• Each Party agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which any Acquirer Indemnified Party may have under this Agreement or an Ancillary Agreement or otherwise limit or affect any Acquirer Indemnified Party’s right to seek equitable relief, including the remedy of specific performance for non-monetary relief.

• No later than thirty (30) days after receipt of a Damages Notice from an 29 Acquirer Indemnified Party, Shareholders' Representative shall deliver to Acquirer either a notice accepting such claim for Damages or a notice that Shareholders dispute the claim for Damages.

• If an Acquirer Indemnified Party or a Parent Indemnified Party, as applicable, delivers written notice to the other party for a claim for indemnification or recovery within the applicable survival period, such claim shall survive until satisfied, otherwise finally resolved or judicially determined.

• The Indemnification Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by the Acquirer Indemnified Party in the Indemnification Demand.

• Any Escrow Units to be transferred to Acquirer from Escrow Agent on behalf of any Acquirer Indemnified Party shall be accompanied by such fully executed stock power.

• The liability of Key Shareholders for Damages hereunder shall be satisfied first from the Escrow Shares, and such liability is subject to the right of setoff for any Damages owed by the Acquirer Indemnified Party .

• Seller shall not be obligated to indemnify any Acquirer Indemnified Party with respect to any Loss to the extent (i) that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Date Balance Sheet or (ii) Acquirer received a readily quantifiable and ascertainable benefit from the reflection of such matter in the calculation of the Purchase Price (or the adjustment thereto) as finally determined and adjusted pursuant to Section 6.10.