Examples of Parent Indemnified Persons in a sentence
For all purposes relating to determining the number of Parent Shares (including Escrow Shares) to be released or delivered towards the payment of Losses by Parent Indemnified Persons, the Parent Shares shall be valued at $2.18 per share, as adjusted for stock splits, stock dividends and similar events after the Closing.
Promptly after the Effective Time, but in no event later than one Business Day thereafter, the General Indemnity Escrow Amount will be deposited by Parent in an escrow account (the “ General Indemnity Escrow Account”) with the Escrow Agent in accordance with the terms of the Escrow Agreement to secure claims by the Parent Indemnified Persons for indemnification in accordance with Article VIII (including to fund payments related to Appraisal Shares).
With respect to indemnification by one or more Seller Indemnifying Persons to one or more Parent Indemnified Persons, the term " Indemnitee" means a Parent Indemnified Persons, the term "Indemnitor" means the applicable Seller Indemnifying Person, and the term "Indemnitor's Agent" means Hoover.
Parent and other Parent Indemnified Persons and the Escrow Agent shall be entitled to rely on, and shall be relieved from any liability to any Person for any acts done by them in accordance with, any such action, decision, consent or instruction of the Representative.
Notwithstanding anything to the contrary, this Section 4.5 shall not eliminate any liability of the Principal Sellers to Parent Indemnified Persons pursuant to Section 1.9 and Section 6.