Examples of Parent Indemnifying Parties in a sentence
The Company Indemnifying Parties have agreed in Article 6 of the Acquisition Agreement to indemnify and hold harmless the Parent Indemnifying Parties from and against specified damages.
As in the previous section, agent B has all the bargaining power when he lends to agent A, so agent B sets the repayment of agent A to XA.
During the period commencing with the second anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date, any Indemnification Claim of one or more Parent Indemnified Parties pursuant to Section 6.3 in respect of a Covered Matter shall first be satisfied with funds, if any, remaining in Escrow, less the amount of any pending Indemnification Claims pursuant to Section 6.3.1, before being satisfied with other funds or assets of any one or more Parent Indemnifying Parties.
The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be final, binding, and conclusive upon Parent, the Representative, the Company Indemnifying Parties, the Parent Indemnifying Parties, the Company Indemnified Parties and the Parent Indemnified Parties.
The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Company Indemnifying Parties, the Parent Indemnifying Parties and the Escrow Agent, as applicable, shall be obligated to act in accordance with such decision and, if applicable, make or withhold payments out of the Escrow Fund in accordance therewith.
The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Company Indemnifying Parties, the Parent Indemnifying Parties and the Escrow Agent, as applicable, shall be obligated to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith.
In the case of (1) any failure of any of the Specified Representations to be true and correct as set forth in Section 9.3(a) or (2) any claim for indemnification, compensation or reimbursement arising out of fraud, willful breach or intentional misrepresentation, the Parent Indemnifying Parties shall be jointly and severally liable for any Damages resulting therefrom up to the Final Adjusted Transaction Value in the aggregate.
Xxxxxx pursuant to Article V hereof or (C) indemnification payments required to be paid by the Parent Indemnifying Parties pursuant to Article XII hereof; provided, however, that any set-off pursuant to clause (ii) with respect to a Company Shareholder or KLO Shareholder shall be applied only against payments owed to such Company Shareholder or KLO Shareholder and no other Company Shareholder or KLO Shareholder.
The indemnification obligations of the Parent Indemnifying Parties set forth in Section 10.2(c)(ii) and Section 10.2(c)(iii) shall continue in full force and effect forever, subject to any applicable statute of limitations.
No payment by Indemnifying Parties shall be payable to Indemnified Parties to the extent the aggregated claims for Damages of such Indemnified Parties exceeds (A) in the case of claims against the Parent Indemnifying Parties, an amount equal to Thirty Million Dollars ($30,000,000) and (B) in the case of claims against the Company Indemnifying Parties, the funds held in the Indemnification Escrow Fund pursuant to the Indemnification Escrow Agreement.