Buyer Indemnifying Parties definition

Buyer Indemnifying Parties has the meaning set forth in Section 8.2.

Buyer Indemnifying Parties has the meaning assigned to that term in Section 6.03(a).

Buyer Indemnifying Parties shall have the meanings given to such terms in Section 6.2(a).

Examples of Buyer Indemnifying Parties in a sentence

• The sole remedy of the Company, the Parent and the Buyer Indemnifying Parties for breach of the representations and warranties set forth in Section 3 shall be pursuant to this Section 5.

• With respect to Third Party Claims, the Buyer Indemnifying Parties shall reimburse the Company Indemnitees on demand for any Company Indemnified Losses suffered by the Company Indemnitees, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement in respect of any Company Indemnified Losses.

• No claim for the recovery of indemnifiable damages pursuant to clause (i) of Section 12.2. may be asserted by Seller Indemnified Parties against Buyer Indemnifying Parties or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.

• Without limiting the generality of the foregoing, with respect to the measurement of "indemnifiable damages", each of Seller Indemnified Parties shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer Indemnifying Parties been true and correct and had each of the covenants of Buyer Indemnifying Parties been performed in full.

• The maximum aggregate liability or recovery of all Seller Indemnified Parties from all Buyer Indemnifying Parties under this Article 13 or otherwise pursuant to this Agreement, including for Fraud, shall not exceed an amount equal to the Final Purchase Price actually received by the Sellers and the Sellers shall have no indemnification for Losses under this Article 13 by any Indemnified Party if such Liabilities are taken into account in the calculation of Net Working Capital.

• The cumulative aggregate liability of the Buyer Indemnifying Parties under Section 13.02(a)(i) shall in no event exceed $315,000,000 (other than in respect of Losses arising solely as a result of the inaccuracy or breach of any representation or warranty made by Buyer in Sections 6.01 or 6.08, in which case, Buyer’s aggregate liability shall not exceed the Base Amount).

• The Buyer Indemnified Party seeking indemnification may select counsel to participate in any defense conducted by the Buyer Indemnifying Parties, in which event such counsel shall be at the sole cost and expense of such Buyer Indemnified Party.

• The aggregate liability of each of (i) the Seller Indemnifying Parties (taken as a whole) under clause (i) and (ii) of Sections 10.02(a) or (ii) the Buyer Indemnifying Parties (taken as a whole) under clauses (i) and (ii) of Section 10.02(b) shall not exceed $5,000,000 in the aggregate (the "Maximum Indemnity Amount").

• The Buyer Indemnifying Parties' obligation under this Section 9.2 to indemnify and hold harmless the Seller Indemnified Parties shall constitute a guarantee of payment so that the Buyer Indemnifying Parties will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by them under this Section 9.2without the necessity of the Seller Indemnified Parties' first paying the same.

• The Buyer Indemnified Party agrees, in connection with any such Third Party Claim, to work cooperatively and in good faith with the Buyer Indemnifying Parties consistent with the best interest of the Buyer Indemnified Party.

More Definitions of Buyer Indemnifying Parties

Buyer Indemnifying Parties shall have the meaning set forth in Section 13.02(a).

Buyer Indemnifying Parties has the meaning set forth in Section 7.3(a) below. (j) “Capital Interests” means any and all stockholder interests, economic interests, equity interests and all other capital interests in the Target Entities (or any of such entities individually), whether represented by any class of Shares, analogous form of ownership interest or otherwise. (k) “Carrier” means a Person (other than the Target Entities) who is a party to any Carrier Agreement. (l) “Carrier Agreement” means any contract (written or oral) between any of the Target Entities and an insurance carrier or a managed agency relating to the Target Entities operating as an agent for such insurance carrier or managed agency. (m) “Carrier Contingency Measurement Period” means, with respect to a particular Carrier, the period during which a potential contingency payment is measured pursuant to the applicable Carrier Agreement. (n) “Carrier Contingency Payment” means any payment made by a Carrier to any of the Target Entities in the event that any of the Target Entities achieves certain thresholds in the sale and brokering of insurance policies for such Carrier under the applicable Carrier Agreement. (o) “Carrier Contingency Portion” means the amount of a Carrier Contingency Payment multiplied by a fraction, the numerator of which is the number of days of the Carrier Contingency Measurement Period during which the Sellers owned an applicable Target Entity and the denominator of which is the total number of days of the Carrier Contingency Measurement Period. (p) “Closing” has the meaning set forth in Section 2.3 below. (q) “Closing Date” has the meaning set forth in Section 2.3 below. (r) “COBRA” means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B and of any similar state Law. (s) “Code” means the Internal Revenue Code of 1986, as amended.

Buyer Indemnifying Parties has the meaning set forth in Section 7.03. “Buyer Indemnitees” has the meaning set forth in Section 7.02. “Buyer Return” has the meaning set forth in Section 6.06(b)(ii). “Buyer Specified Representations” means Section 5.01 (Organization; Power; Execution), Section 5.02 (Non-Contravention), and Section 5.04 (Brokerage Fees). “Cap” has the meaning set forth in Section 7.04(a). “CARES Act” means, collectively, (a) the Coronavirus, Aid, Relief and Economic Security Act (Pub. L. 116-136), (i) as amended by each of (1) the Paycheck Protection Program and Health Care Enhancement Act, (2) the Paycheck Protection Program Flexibility Act of 2020, (3) the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, (4) Title V of the American Rescue Plan Act of 2021 (“ARP Act”), and (5) the PPP Extension Act of 2021, and (ii) as otherwise amended from time to time, and the regulations promulgated thereunder, as amended, and (b) the Consolidated Appropriations Act, 2021, as amended from time to time, and the regulations promulgated thereunder, as amended. “Cash” means the cash, cash equivalents and marketable securities of the Company Entities, as adjusted for deposits in transit, outstanding checks and pending electronic transfers, determined in accordance with GAAP; provided, however, that “Cash” shall not include any of the foregoing to the extent held as security by any counterparty of any Company Entity or otherwise classified as restricted under GAAP. “Cash Consideration” means $27,000,000, and shall be subject to adjustment pursuant to Section 2.03(b) and Section 2.04. “Certified Closing Indebtedness” has the meaning set forth in Section 2.03(a). “Certified Transaction Expenses” has the meaning set forth in Section 2.03(a). “Chancery Court” has the meaning set forth in Section 8.08(b). “Change of Control of Buyer” means a sale or other transfer of (i) fifty percent (50%) or more of the voting interests of Buyer or (i) substantially all of the assets of Buyer, in each case to a Person that is not an Affiliate of Buyer. “Claim” has the meaning set forth in Section 7.05. “Claim Notice” has the meaning set forth in Section 7.05. “Closing” has the meaning set forth in Section 2.01. “Closing Cash” means the Cash as of the Effective Time; provided, however, that Closing Cash shall not exceed $400,000. “Closing Date” has the meaning set forth in Section 2.01.