Acquirer Indemnified Persons definition

Acquirer Indemnified Persons has the meaning set forth in Section 8.2.

Acquirer Indemnified Persons shall have the meaning as set out in Clause 12.1;

Acquirer Indemnified Persons means any of Active, 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....

Examples of Acquirer Indemnified Persons in a sentence

• The Acquirer Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any Damages.

• If Seller elects to assume the defense of a Third-Party Claim, then Seller shall not be liable to Acquirer Indemnified Persons for legal expenses subsequently incurred by Acquirer Indemnified Persons in connection with the defense of the Third-Party Claim, so long as Seller diligently conducts the defense.

• The piezometer was located at a radial distance of 0.97 m from RW1.

• Notwithstanding anything to the contrary herein, no such Company Indemnified Party will have any right of indemnification or right of advancement from the Surviving Corporation or its successors or Acquirer pursuant to this S ection 5.4 with respect to any Damages recoverable by any of the Acquirer Indemnified Persons from such Company Indemnified Party in his or her capacity as an Effective Time Holder pursuant to A rticle 9 of this Agreement.

• Subject to the terms, conditions and limitations contained herein and in the Merger Agreement, the Escrow Fund shall be available to satisfy (i) adjustments to the Merger Consideration payable to the Acquirer pursuant to the Merger Agreement and (ii) Indemnifiable Damages due to the Acquirer Indemnified Persons pursuant to the Merger Agreement.1.4. Disbursements of the Escrow Fund .

• If the Merger is consummated, recovery by way of such set off against any Earnout Payment that becomes due and payable hereunder shall be the sole and exclusive remedy of the Acquirer Indemnified Persons under this Agreement for the Indemnifiable Matters, except in the case of (i) any failure of any of the Fundamental Representations to be true and correct as aforesaid and (ii) any matters listed in the foregoing clauses (b)-(j) of S ection 9.2 (collectively, the “Fundamental Matters”).

• Subject to the provisions of Clause 12.4, the Investor Seller hereby agrees to indemnify, defend and hold harmless the Acquirer and its directors (the “Acquirer Indemnified Persons”) from and against any and all Losses, whether suffered or incurred by any of the Acquirer Indemnified Persons, or to which any of the Acquirer Indemnified Persons may otherwise become subject, which directly result from any misrepresentation or inaccuracy in, or breach of the Investor Seller Representations.

• 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.

• An Acquirer Indemnified Person's failure to provide such written notices within the time period specified above shall not relieve Seller from its indemnification obligations with respect to such Third-Party Claim, except to the extent the Indemnifying Party is prejudiced as a result of such failure.

• The covenants and agreements of the Parties in this Agreement shall survive until fully performed in accordance with their terms; provided, however, that EA&E’s obligation to indemnify the Acquirer Indemnified Persons for Pre-Closing Environmental Liabilities shall terminate 36 months after the Closing Date.