Examples of Acquirer Indemnified Party in a sentence
Each Party agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which any Acquirer Indemnified Party may have under this Agreement or an Ancillary Agreement or otherwise limit or affect any Acquirer Indemnified Party’s right to seek equitable relief, including the remedy of specific performance for non-monetary relief.
In the case of an Indemnity Claim against an Acquirer Indemnified Party, such claim shall be paid in cash.
The Securityholders’ Agent waives, and acknowledges and agrees that such party shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, indemnity, subrogation, reimbursement, or advancement of expenses with respect to any Damages, against the Acquirer Indemnified Party, or its successors or assigns, in connection with any indemnification obligation under this Agreement.
An Acquirer Indemnified Party shall make any claim for indemnification hereunder by giving written notice thereof to the CMR Representative, with a copy to the Acquirer, within the period in which indemnification claims can be made hereunder, and a Royce Indemnified Party shall make any claim for indemnification hereunder by giving written notice thereof to the Acquirer, with a copy to the CMR Representative, within the period in which indemnification claims can be made hereunder.
Seller shall not be obligated to indemnify any Acquirer Indemnified Party with respect to any Loss to the extent (i) that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Date Balance Sheet or (ii) Acquirer received a readily quantifiable and ascertainable benefit from the reflection of such matter in the calculation of the Purchase Price (or the adjustment thereto) as finally determined and adjusted pursuant to Section 6.10.
Nothing in this Section 12.4 shall require Shareholder Indemnified Party or Acquirer Indemnified Party to obtain any insurance coverage.
Notwithstanding anything to the contrary in this Agreement, with respect to any claim or series of claims related to the same underlying facts as to which the Acquirer Indemnified Party may be entitled to indemnification under Section 8.01(a), the Company Securityholders shall not be liable for any Damages which do not exceed $[***] (which Damages shall not be counted toward the Indemnity Deductible).
If the Acquirer Indemnified Party and the Securityholders’ Agent agree to a resolution of such objection in such [***] day period, then a memorandum setting forth the matters conclusively determined by the Acquirer Indemnified Party and the Securityholders’ Agent shall be prepared and signed by both parties, and shall be binding and conclusive upon the parties hereto.
Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of the Contract, save those expressly set out in the Contract, and that they shall have no rights or remedies with respect to such subject matter otherwise than under the Contract save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party.
If the Securityholders’ Agent in good faith objects to any claim made by the Acquirer Indemnified Party in the Indemnification Demand, then the Securityholders’ Agent shall deliver a written notice (an “ Indemnification Dispute Notice”) to the Acquirer Indemnified Party within [***] days following receipt by the Securityholders’ Agent of an Indemnification Demand from such Acquirer Indemnified Party.