Purchaser Indemnified Liabilities definition

Purchaser Indemnified Liabilities has the meaning set forth in Section 8.2(a).

Purchaser Indemnified Liabilities is defined in Article VIII.

Purchaser Indemnified Liabilities shall have the meaning set forth in Section 6.02. “Purchaser Related Parties” shall have the meaning set forth in Section 6.01. “Registration Rights Agreement” shall mean the Registration Rights Agreement dated as of the Closing Date, by and between the Corporation and the Purchaser, in the form attached hereto as Exhibit B. “Representatives” shall mean, with respect to a specified Person, the officers, directors, managers, employees, agents, counsel, accountants, investment bankers, and other representatives of such Person and, when used with respect to the Purchaser, also includes the Purchaser’s direct and indirect stockholders, partners, members, subsidiaries, parent companies and other Affiliates. “Sales Transaction” shall have the meaning set forth in Section 5.02(b). “SEC” shall mean the United States Securities and Exchange Commission. “Securities” shall have the meaning set forth in Section 5.02(a)(i). “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Short Sales” shall mean all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non- U.S. broker dealers or foreign regulated brokers. “Significant Event” shall mean the entry by the Corporation into an agreement providing for a sale of all or substantially all of the Corporation’s assets or a merger or other business combination transaction that will result in the Corporation’s then current Stockholders owning less than 50% of the outstanding Equity Securities of the combined Person following such sale, merger or other business combination transaction. “Standstill Termination Date” shall have the meaning set forth in Section 5.02(a). “Stockholders” shall mean the holders of Common Stock. “Subsidiary” shall mean, with respect to any Person, any corporation or other entity of which: (a) such Person or a Subsidiary of such Person is a general partner or manager; (b) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other c...

Examples of Purchaser Indemnified Liabilities in a sentence

• To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Purchaser Indemnified Liabilities which is permissible under applicable law.

• Notwithstanding the foregoing, Purchaser Indemnified Liabilities shall not include any liability of any Purchaser Indemnitee arising out of such Purchaser Indemnitee’s gross negligence or willful misconduct.

• To the extent that the foregoing undertaking by Seller may be unenforceable for any reason, Seller shall make the maximum contribution to the payment and satisfaction of the Purchaser Indemnified Liabilities that is permissible under applicable law.

• Notwithstanding the foregoing, Purchaser Indemnified Liabilities shall not include any liability of any Purchaser Indemnitee to the extent it arises out of: (i) such Purchaser Indemnitee's willful misconduct, gross negligence, or fraudulent action(s) or (ii) the breach of any representation, warranty or covenant in the Transaction Documents by such Purchaser Indemnitee.

• To the extent permitted by law, the parties acknowledge and agree that the indemnification set forth in this Section 7.5(a) shall be the exclusive remedy of the Purchaser Indemnitees against the Company for any Purchaser Indemnified Liabilities.

• To the extent that the undertaking by the Company in this Section 7.5(a) may be unenforceable for any reason, and subject to the limitations set forth above, the Company shall make the maximum contribution to the payment and satisfaction of each of the Purchaser Indemnified Liabilities which is permissible under applicable law.

• The Company shall be liable under this Section 7.5(a) in respect of Purchaser Indemnified Liabilities only to the extent the aggregate of such Purchaser Indemnified Liabilities exceed $10,000, in which case the Company shall be liable under this Section 7.5(a) for all Purchaser Indemnified Liabilities up to a maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value.

• Notwithstanding the foregoing, Purchaser Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Purchaser Indemnitee’s willful misconduct or fraudulent action(s).

• To the extent that the foregoing undertaking by each Seller may be unenforceable for any reason, each such Seller shall make the maximum contribution to the payment and satisfaction of each of the Purchaser Indemnified Liabilities that is permissible under applicable law.

• To the extent that the foregoing undertaking by Seller may be unenforceable for any reason, Seller shall make the maximum contribution to the payment and satisfaction of each of the Purchaser Indemnified Liabilities which is permissible under applicable law.

More Definitions of Purchaser Indemnified Liabilities

Purchaser Indemnified Liabilities means Retained Financial Statement Liabilities and all other Liabilities of Seller Parties, their Affiliates or the Business incurred prior to the Closing that are not expressly assumed by Purchaser under this Agreement or the Ancillary Agreements; provided, however, that in no event shall Purchaser Indemnified Liabilities be deemed to include (i) Assumed Liabilities; (ii) Subject Contract Liabilities reinsured by Purchaser pursuant to the Specified Reinsurance Agreements (as defined below); or (iii) any Liability that is expressly assumed by Purchaser under this Agreement or under an Ancillary Agreement.

Purchaser Indemnified Liabilities has the meaning specified in Article VIII of this Agreement.