Acquirer Indemnitees definition

Acquirer Indemnitees has the meaning set forth in Section 8.2.

Acquirer Indemnitees is defined in Section 10.01.

Acquirer Indemnitees has the meaning ascribed to it in Section 6.2(a).

Examples of Acquirer Indemnitees in a sentence

• Except for the obligations of Acquirer expressly provided for herein, Eagle Rock shall indemnify, defend and hold harmless Acquirer and its Affiliates (including the Midstream Entities) and each of their respective officers and directors (collectively, the “Acquirer Indemnitees”) against and in respect of any and all Losses actually incurred by Acquirer Indemnitees based upon, or resulting out of, this Agreement.

• This Agreement is solely for the benefit of the Parties and their successors and assigns permitted under this Agreement, and no provision of this Agreement shall be deemed to confer upon any other Person any remedy, Claim, liability, reimbursement, cause of action or other right except as expressly provided herein, including that the indemnification provisions of Article IX shall inure to the benefit of Acquirer Indemnitees and Contributor Indemnitees as provided therein.

• None of the Acquirer Indemnitees will be entitled to indemnification under Section 10.01(a) and none of the MCE Indemnitees will be entitled to indemnification under Section 10.02(b) for any individual claim for Damages that does not exceed $50,000 (each a “De Minimus Claim”).

• This Agreement is solely for the benefit of the Parties and their successors and assigns permitted under this Agreement, and no provision of this Agreement shall be deemed to confer upon any other Person any remedy, Claim, liability, reimbursement, cause of action or other right except as expressly provided herein, including that the indemnification provisions of Article X shall inure to the benefit of the Acquirer Indemnitees and the MCE Indemnitees as provided therein.

• The Acquirer Indemnitees' and the Contributor Indemnitees' rights under this Agreement or otherwise shall not be diminished by any investigation performed or knowledge acquired or capable of being acquired, whether before or after the date of this Agreement, regarding the accuracy or inaccuracy of any representation or warranty or the performance or non-performance of any covenant.

• Following the termination of the Escrow Period and the resolution of all pending claims made by the Acquirer Indemnitees for Losses, the Shareholder Agent shall have the right to recover the Shareholder Agent Expenses from any remaining portion of the Escrow Fund prior to any distribution to the Escrow Participants, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Shareholder Agent Expenses actually incurred.

• The Escrow Fund (defined below) shall be the sole and exclusive remedy under this Agreement for any Losses incurred by any Acquirer Indemnitees (defined below), except as provided in Sections 6.2(a)(ii) and 6.2(a)(iv).

• The Escrow Fund shall be the sole remedy, except for fraud or willful misconduct or willful misrepresentation, available to compensate the Acquirer Indemnitees for any and all such Losses and the Acquirer Indemnitees shall not be entitled to make any claims against any of the Escrow Participants in excess of the Escrow Amount except in the case of fraud, willful misconduct or willful misrepresentation by the Company or the Subsidiary.

• To the extent the Disbursement Amount is insufficient, the Stockholder Agent shall be entitled to such reimbursement from the Escrow Fund prior to any distribution thereof to the Escrow Participants, but after any and all distributions therefrom to all Acquirer Indemnitees.

More Definitions of Acquirer Indemnitees

Acquirer Indemnitees shall have the meaning specified in Section 9.2(a).

Acquirer Indemnitees has the meaning set forth in Section 9.1(a)(i).

Acquirer Indemnitees has the meaning ascribed to it in Section 7.2(b).