Acquirer Indemnified Person definition

Acquirer Indemnified Person means any of Acquirer, any Affiliate thereof (including the Company following the Closing), any successor of any of them, or any of their respective officers, directors, employees, stockholders, agents or representatives. As used herein, “Losses” means any and all damages, fines, penalties, deficiencies, losses, diminution in value, liabilities (including settlements and judgments) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts and other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) and shall include any Losses from Third Party Claims (as *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. defined below). Sellers understands and agrees that its obligations, and each Purchaser Indemnified Person’s rights, under this Section 8.1 with respect to clauses (iii) and (iv) of this Section 8.1 neither shall be conditioned upon nor need be preceded by any breach of or inaccuracy in any representation or warranty of Sellers contained in this Agreement or any of the Ancillary Documents, any facts or circumstances contrary to any such representation or warranty, or any breach of any covenant of Sellers or the Company contained in this Agreement.

Acquirer Indemnified Person and “Acquirer Indemnified Persons” have the meanings set forth in Section 9.1(b).

Acquirer Indemnified Person has the meaning set forth in Section 8.1(a).

Examples of Acquirer Indemnified Person in a sentence

• Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action.

• Orangeville’s Construction of Connecting Transmission Owner’s Interconnection Facilities Section 1.5.3 of the Pro Forma SGIA provides that the Connecting Transmission Owner shall construct, operate, and maintain its Interconnection Facilities and upgrades covered by the agreement.

• Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed.

• Rather, the government’s state secret submission was so powerful that it established that the defendants were deprived of a truly dispositive defense141—a defense that had been verified142 by the court’s careful review of the submission.

• Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein.

• It is determined that the estimated collection of the foregoing Tax will produce at least five percent (5%) in excess of the amount needed to meet, when due, the principal and interest payments on the Series 2023 Bonds.

• The Securityholder Agent shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Acquirer Indemnified Person, subject to execution by the Securityholder Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information.

• Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein except as set forth in this Section.

• Notwithstanding anything to the contrary, if, prior to the expiration of a particular representation or warranty, an Acquirer Indemnified Person makes a claim for indemnification under either this Agreement or the Escrow Agreement with respect to a misrepresentation or breach of such representation or warranty, then such Indemnified Person's rights to indemnification under this Section 10.2 for such claim shall survive any expiration of such representation or warranty.

• Thereafter, the Acquirer Indemnified Person shall deliver to Seller, within five (5) Business Days after the Acquirer Indemnified Person's receipt thereof, copies of all notices and documents, including all court papers, received by the Acquirer Indemnified Person relating to the Third-Party Claim.

More Definitions of Acquirer Indemnified Person

Acquirer Indemnified Person has the meaning given such term in Section 8.2.