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.

• Horizontal interactions are described by bi- or multilateral interfaces of protocol roles.

• 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.

• 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.

• To the extent that any Acquiror Indemnified Person has not been indemnified out of the Indemnification Escrow Account on account of any such claim, any Acquiror Indemnified Person may pursue recovery against such insurance warranty coverage or third party and will be entitled to retain all recoveries made as a result of any such action.

• 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”).

• No Acquiror Indemnified Person shall have the right to seek indemnification under this Section 9 in respect of any settlement of any such claim entered into without the prior written consent of the Stockholders’ Agent in accordance with the foregoing sentence, and the Stockholders’ Agent shall be entitled to monitor such defense at the expense of the Target stockholders.

• All amounts distributed to any Acquiror Indemnified Person from the Escrow Fund pursuant to the indemnification provisions of this Agreement shall be treated for all Tax purposes as adjustments to the aggregate Merger Consideration.

• In the event that the Representative has consented to any such settlement, neither the Representative nor any Effective Time Holder shall have any power or authority to object under any provision hereof to the amount of any claim by or on behalf of any Acquiror Indemnified Person against the Escrow Cash or against the Effective Time Holders for indemnity with respect to such settlement.

More Definitions of Acquiror Indemnified Person

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;

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 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