Parent Indemnified Costs definition

Parent Indemnified Costs has the meaning established in Section 9.1(b).

Parent Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) incurred by any of the Parent Indemnified Parties that result from any and all actions, suits, proceedings, claims, demands, assessments and judgments, based on or resulting from (a) Seller's ownership of the Purchased Assets prior to the Closing Date, including any and all liabilities arising under the Assumed Contracts which relate to events occurring prior to the Closing Date; (b) any breach or default by Seller of any representation, warranty, covenant or agreement under this Agreement or any agreement or document executed in connection herewith; and (c) any and all obligations or liabilities of Seller under any contract or agreement not expressly assumed by the Purchasers pursuant to the terms hereof.

Parent Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs, reasonable attorneys' fees and other expenses incurred in investigating and preparing for, or otherwise in connection with, any litigation or proceeding) that any of the Parent Indemnified Parties incurs and that relate to or arise out of (a) any breach or default by Buyer of any of the representations or warranties (provided, that any representation or warranty that is qualified by a materiality or Buyer Material Adverse Effect standard shall not be so qualified for purposes hereof) contained in Sections 4.1, 4.2, 4.5, 4.6, and 4.7 of the Stock Purchase Agreement; and (b) any breach or default by Buyer of any covenant or agreement under this Agreement or the Stock Purchase Agreement. "Parent Indemnified Parties" means Parent and each officer, director, employee, consultant, stockholder, and Affiliate of Parent, including prior to the Closing Date, each Company.

Examples of Parent Indemnified Costs in a sentence

• Any Damages which any Company Indemnified Party sustains, or to which any of the Company Indemnified Parties may be subjected, are referred to herein as the "Company Indemnified Costs" and together with Parent Indemnified Costs, the "Indemnified Costs".

• Any Damages which any Parent Indemnified Party sustains, or to which any of the Parent Indemnified Parties may be subjected, are referred to herein as "Parent Indemnified Costs".

• Subject to the provisions of this Article III, Buyer shall indemnify and hold harmless the Parent Indemnified Parties from and against any and all Parent Indemnified Costs.

• From and after the Closing and subject to the provisions of this ARTICLE 10, Seller agrees to indemnify and hold harmless the Parent Indemnified Parties from and against any and all Parent Indemnified Costs; provided, however, that Seller's aggregate liability under this SECTION 10.1 shall not exceed twenty-five percent (25%) of the fair market value of the Shares as determined by reference to the closing price of Parent's publicly traded shares of Common Stock at 1:00 p.m. Pacific time on the date hereof.

• Pursuant to Article X hereof, the Interest Holders have agreed to indemnify the Parent Indemnified Parties (as hereinafter defined) from and against certain Parent Indemnified Costs (as hereinafter defined).

• The cost for the plan to the retired employee shall be the actual 873 cost paid by the District which is to be paid monthly by the retiree in 874 advance to the District.

• Pursuant to Article X hereof, the Stockholders have agreed to indemnify the Parent Indemnified Parties (as hereinafter defined) from and against certain Parent Indemnified Costs (as hereinafter defined).

• For purposes of this Section 10.6, the "Maximum Escrow Amount" shall mean, at any time, the Escrowed Shares, less any amounts previously deducted from the Maximum Escrow Amount in accordance with this Section 10.6. For purposes of satisfying a claim for Parent Indemnified Costs under this Section 10.6, the Escrowed Shares shall be valued at the Average Closing Price.

• Subject to Section 12.8 hereof, any claim by a Parent Indemnified Party against Interest Holder for Parent Indemnified Costs payable under this Article X shall be payable only out of the Escrowed Shares for all amounts due to the Parent Indemnified Party from Interest Holder with respect to such claim and shall be payable in an amount not to exceed the Maximum Escrow Amount (as defined below) of Interest Holder.

• For purposes of this Section 10.6, a Stockholder's "Maximum Escrow Amount" shall mean, at any time, such Stockholder's pro rata share of the Escrowed Shares, less any amounts previously deducted from such Stockholder's Maximum Escrow Amount in accordance with this Section 10.6. For purposes of satisfying a claim for Parent Indemnified Costs under this Section 10.6, the Escrowed Shares shall be valued at the Average Closing Price on the Effective Date.

More Definitions of Parent Indemnified Costs

Parent Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs, reasonable attorneys' fees and other expenses incurred in investigating and preparing for, or otherwise in connection with, any litigation or proceeding) that any of the Parent Indemnified Parties incurs and that relate to or arise out of (a) any breach or default by Buyer of any of the representations or warranties (provided, that any representation or warranty that is qualified by a materiality or Buyer Material Adverse Effect standard shall not be so qualified for purposes hereof) contained in Sections 4.1, 4.2, 4.5, 4.6, and 4.7 of the Stock Purchase Agreement; and (b) any breach or default by Buyer of any covenant or agreement under this Agreement or the Stock Purchase Agreement.