Indemnified Buyer Parties definition

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

Indemnified Buyer Parties means Buyer and its officers, directors, managers, employees, agents, representatives, controlling Persons, stockholders, and their Affiliates.

Indemnified Buyer Parties has the meaning given to it in Section 2.2(a). "Indemnified-Stockholder Parties" has the meaning given to it in Section 2.1(a). "Required Stockholders" means Stockholders holding at least a majority of the shares of Common Stock outstanding immediately prior to the Effective Time.

Examples of Indemnified Buyer Parties in a sentence

• In the event that the Indemnified Buyer Parties are indemnified by the Shareholders for any Losses resulting from clauses (i) and (ii) above, the Indemnified Buyer Parties shall release any and all claims to such Losses thereunder.

• The Stockholders agree among themselves that each Stockholder shall (a) contribute his or its pro rata share of (i) all costs and expenses incurred by any other Stockholder in defense of any claim for which the Stockholders have the obligation to indemnify the Indemnified Buyer Parties under the terms of this Agreement and (ii) all amounts owed to AAI hereunder and (b) indemnify each other Stockholder for all amounts paid or incurred by each other Stockholder in excess of his or its pro rata share thereof.

• In no event shall the Seller Parties be obligated to indemnify the Indemnified Buyer Parties under Section 10.1(a)(i) for an aggregate amount in excess of an amount equal to the Escrow Payment (the “Cap”).

• This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns, the Indemnified Seller Parties, and the Indemnified Buyer Parties.

• For the avoidance of doubt, none of the foregoing limitations shall apply with respect to Seller’s obligation to indemnify the Indemnified Buyer Parties under Sections 10.1(a)(ii), (a)(iii), (a)(iv) and (a)(v).

• Unless and until the Escrow Amount has been fully paid to the Indemnified Buyer Parties or otherwise paid to Seller following the Escrow Release Date in accordance with this Article X, any and all Indemnification Claims shall be paid and satisfied first by payments from the Escrow Amount in accordance with the Escrow Agreement.

• The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the Parties and, in the case of Article VI, the Indemnified Seller Parties and the Indemnified Buyer Parties, and their heirs, executors, administrators, legal representatives, successors and assigns, and they will not be construed as conferring any rights on any other Persons.

• Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount to which the Indemnified Buyer Parties may be entitled with respect to claims under Section 10.1(a) shall be the amount of the Deferred Consideration, provided, however, that the limits set forth in this Section 10.4(b) shall not apply to any Seller for claims that result from or arise out of fraud or bad faith of such Seller.

• The Tax Indemnified Buyer Parties shall have the right to receive payments from the Tax Indemnity Escrow Account or the Special Tax Indemnity Escrow Account, as applicable, to satisfy the indemnification obligations of the Sellers, the NewCos and Seller Family Members under Section 8.2(a).

• Without limiting the foregoing, to the extent that Section 9.1, Section 9.2 or Section 9.10 are held to be invalid, illegal or unenforceable in any respect under any applicable law by which this Agreement is governed, the Indemnified Buyer Parties or Indemnified Seller Parties, as the case may be, shall be entitled to recover the maximum amount permitted by applicable law to be recovered under Section 9.1 and Section 9.2, respectively.

More Definitions of Indemnified Buyer Parties

Indemnified Buyer Parties has the meaning set forth in Section 8.2. “Indemnified Party” has the meaning set forth in Section 8.6. “Indemnified Seller Parties” has the meaning set forth in Section 8.4. “Indemnifying Party” has the meaning set forth in Section 8.6. “Independent Accountants” has the meaning set forth in Section 1.4(c).