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 meaning set forth in Section 13.02(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.

• 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.

• If the Buyer Indemnified Party assumes and controls the defense of a Third Party Claim pursuant to Section 6.3.4(b), the Buyer Indemnified Party shall permit the Buyer Indemnifying Parties to participate in the defense of such claim, to have reasonable access to all documents and personnel involved in such claim and to discuss its views and positions with the Buyer Indemnified Party.

• If Buyer Indemnified Party assumes and controls the defense of a Third Party Claim pursuant to Section 6.3.4(b), Buyer Indemnified Party shall permit Buyer Indemnifying Parties to participate in the defense of such claim, to have reasonable access to all documents and personnel involved in such claim and to discuss its views and positions with Buyer Indemnified Party.

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

• 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.

• Buyer shall not be required to take the actions required by the immediately preceding sentence to realize any such Tax Benefit if Buyer determines in its reasonable business judgment that it is not advisable to pursue such Tax Benefit, provided such judgment shall be made without regard to the availability of indemnification by the Buyer Indemnifying Parties.

• A CARTESIAN METHODOLOGY: PSYCHIATRY AND SYMPTOM From the natural science viewpoint, we may consider either somatic aspects or psychic aspects, in general, in the mentally ill.Thus in the patient’s body the physician observes deviations from the rules regarding functions or average individual states of being, verified by means of experimental scientific methods, which may be communicated through fixed concepts.

• Notwithstanding anything herein to the contrary, nothing in this Section 2.05 shall limit Buyer’s rights to be indemnified, held harmless and defended pursuant to Section 5.15 for any Loss that is indemnifiable by the Buyer Indemnifying Parties thereunder (other than Losses included in Closing Date Current Adjustment Liabilities for which Buyer received credit as part of the Closing Date Credit Amount as finally determined pursuant to this Section 2.05 ).

More Definitions of Buyer Indemnifying Parties

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