Acquiror Indemnified Person definition

Acquiror Indemnified Person and “Acquiror Indemnified Persons” have the meanings set forth in Section 9.2(a).

Acquiror Indemnified Person has the meanings set forth in Section 9.2(b).

Acquiror Indemnified Person shall have the meaning given to such term in Section 8.2(a)(i).

Examples of Acquiror Indemnified Person in a sentence

• If an Acquiror Indemnified Person (as defined below) asserts a valid claim for indemnification, in good faith, prior to the expiration of the applicable survival period for any breach thereof, such claims shall survive until finally resolved.

• It shall be a condition to the right of any Acquiror Indemnified Person to indemnification pursuant to this Section that such Acquiror Indemnified Person shall assert a claim for such indemnification within the applicable survival periods set forth in Section 11.1 hereof.

• The Company shall deliver to Purchaser and the Representative copies of any such Seller Tax Returns at least thirty (30) days prior to the due date for filing any such Seller Tax Return (taking into account all applicable extensions) for the Representative’s and Purchaser’s review and written consent, not to be unreasonably withheld, conditioned or delayed.

• All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

• For the avoidance of doubt, no Acquiror Indemnified Person will be entitled to be indemnified pursuant to this Section 9.1 for any liability to the extent such liability is actually reflected in the Company Indebtedness, Transaction Expenses or Closing Working Capital used to determine the Final Merger Consideration.

• Notwithstanding anything to the contrary in this Section 6.12(a), no exculpation from liability or indemnification in favor of any current or former director or officer of Target and its Subsidiaries shall be applicable to the extent related to any Damages of an Acquiror Indemnified Person.

• The parties hereto acknowledge and agree that the rights of any Acquiror Indemnified Person to indemnification pursuant to this Section 9.2 are an essential part of the economic terms of the Merger.

• The Escrow Amount in the Escrow Fund shall constitute security for the benefit of the Acquirers (on behalf of itself or any other Acquiror Indemnified Person) with respect to any Damages pursuant to the indemnification obligations of the Seller under this Article 11.

• As used herein, the term “Claim” means a claim for indemnification by Acquiror or any other Acquiror Indemnified Person or any Company Indemnified Person, as the case may be, for Damages under this Article IX (such Person making a Claim, an “Indemnitee”).

• Any Losses as to which indemnification provided for in Section 9 may apply shall be determined net of any actual cash recovery actually received by an Acquiror Indemnified Person with respect to insurance specifically with respect to the specific matter for which indemnification is sought, but such Losses shall include any current or prospective costs associated with obtaining such recovery.

More Definitions of Acquiror Indemnified Person

Acquiror Indemnified Person and “Acquiror Indemnified Persons” has the meaning set forth in Section 12.2. “Acquiror Plan” has the meaning set forth in Section 7.3(b). “Acquiror Welfare Plans” has the meaning set forth in Section 7.3(c). “Acquisition Proposal” means with respect to the Company, any Contract, offer, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Acquiror), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (A) any acquisition or purchase from the Company, Seller Guarantor or any Seller, by any Person or Group of any sale of the Company Stock or any other Equity Interests of the Company, or any merger, consolidation, business combination or similar transaction involving the Company; (B) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business) or disposition of the assets of the Company in any single transaction or series of related transactions (other than sales of assets in the ordinary course of business); (C) any liquidation or dissolution of the Company, or any extraordinary dividend or distribution, whether of cash or other property; or (D) any other transaction that does or would reasonably be expected to impede or otherwise delay the Stock Purchase. “Action” means any action, suit, litigation, arbitration, mediation, proceeding, prosecution, investigation, hearing, audit, examination or subpoena commenced, brought, conducted or heard by or before any court, arbitrator, mediator or other Governmental Authority or tribunal. “Actual Adjustment” means (i) the Total Stock Purchase Consideration as finally determined pursuant to Section 2.4, minus (ii) the Estimated Total Stock Purchase Consideration. “Adjustment Escrow Amount” means $300,000. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person, including a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary or another Subsidiary of a Person of which the first Person is also a Subsidiary; “control” (including the term

Acquiror Indemnified Person and “Acquiror Indemnified Persons” have the meanings set forth in Section 9.1(a). “Acquiror Materials” has the meaning set forth in Section 10.10. “Acquiror Parent” means XXXXXXXX Xxxxxxxxxxxx, a Delaware corporation. “Acquiror Parent Common Stock” has the meaning set forth in Section 2.6(b)(i)(B). “Acquiror Per Share Price” means the average closing price per share of Acquiror Parent Common Stock on NASDAQ over the twenty (20) trading day period ending on the date that is five (5) Business Days prior to the Closing. “Acquiror Parent Shares” has the meaning set forth in Section 2.6(c)(ii)(A). “Acquisition Proposal” has the meaning set forth in Section 5.2(a). “Additional Holdback Shares” has the meaning set forth in the applicable Holdback Agreement.

Acquiror Indemnified Person means individually and --------------------------- "Acquiror Indemnified Persons" means collectively, Acquiror and the Surviving ---------------------------- Corporation and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act;