Acquiror Indemnified Persons definition

Acquiror Indemnified Persons have the meanings set forth in Section 9.2(b).

Acquiror Indemnified Persons has the meaning set forth in Section 12.2.

Acquiror Indemnified Persons have the meanings set forth in Section 8.2(b).

Examples of Acquiror Indemnified Persons in a sentence

• This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except for the Acquiror Indemnified Persons under Article XI hereof.

• Acquiror Indemnified Persons shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.

• All amounts received by Acquiror Indemnified Persons pursuant to this Section 9 shall be treated for all Tax purposes as adjustments to the aggregate Merger Consideration.

• This Merger Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Merger Agreement, express or implied, other than the right to receive the Merger Consideration pursuant to Article II of this Merger Agreement and the rights of the Acquiror Indemnified Persons pursuant to Article IX, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Merger Agreement.

• In the event the Purchase is consummated, except in the event of actual fraud or intentional misrepresentation (which is further addressed below in this paragraph), resort to the Warranty Escrow Fund shall be the sole and exclusive remedy of the Acquiror Indemnified Persons for any Damages resulting from breaches of representations and warranties and Special Indemnity Matters other than the representations and warranties in Section 3.

• Other than with respect to those claims that survive indefinitely pursuant to this Section 9.2(b), the Acquiror Indemnified Persons may not assert a claim unless it is asserted on or before the last day of the applicable foregoing survival period.

• This Merger Agreement shall be binding upon and inure solely to the benefit of the parties hereto, and nothing in this Merger Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Merger Agreement, except for Acquiror Indemnified Persons under Article X hereof and except as otherwise provided in Section 11.7.

• The notice shall provide that the suspension or imposition of probationary terms or conditions will be effective 14 days from the date of the notice, unless the probationary licensee requests a reexamination.

• Except as otherwise provided in Section 5.1 and Section 5.2(b), the right of the Acquiror Indemnified Persons to offset Damages against the Escrow Account shall be the sole remedy for, and sole source of, indemnification with respect to Damages arising hereunder.

• Except as otherwise provided in Section 5.1 and Section 5.2(b), the right of the Acquiror Indemnified Persons to offset Damages against the Indemnification Shares shall be the sole remedy for, and sole source of, indemnification with respect to Damages arising hereunder.

More Definitions of Acquiror Indemnified Persons

Acquiror Indemnified Persons is defined in Section 10.2.

Acquiror Indemnified Persons have the meanings set forth in Section 9.1(a)(i).

Acquiror Indemnified Persons have the meanings set forth in Section 9.1(a). “Acquiror Materials” has the meaning set forth in Section 10.10. “Acquiror Parent” means XXXXXXXX Xxxxxxxxxxxx, a Delaware corporation. “Acquiror Parent Common Stock” has the meaning set forth in Section 2.6(b)(i)(B). “Acquiror Per Share Price” means the average closing price per share of Acquiror Parent Common Stock on NASDAQ over the twenty (20) trading day period ending on the date that is five (5) Business Days prior to the Closing. “Acquiror Parent Shares” has the meaning set forth in Section 2.6(c)(ii)(A). “Acquisition Proposal” has the meaning set forth in Section 5.2(a). “Additional Holdback Shares” has the meaning set forth in the applicable Holdback Agreement.

Acquiror Indemnified Persons has the meaning set forth in Section 12.2. “Acquiror Plan” has the meaning set forth in Section 7.3(b). “Acquiror Welfare Plans” has the meaning set forth in Section 7.3(c). “Acquisition Proposal” means with respect to the Company, any Contract, offer, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Acquiror), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (A) any acquisition or purchase from the Company, Seller Guarantor or any Seller, by any Person or Group of any sale of the Company Stock or any other Equity Interests of the Company, or any merger, consolidation, business combination or similar transaction involving the Company; (B) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business) or disposition of the assets of the Company in any single transaction or series of related transactions (other than sales of assets in the ordinary course of business); (C) any liquidation or dissolution of the Company, or any extraordinary dividend or distribution, whether of cash or other property; or (D) any other transaction that does or would reasonably be expected to impede or otherwise delay the Stock Purchase. “Action” means any action, suit, litigation, arbitration, mediation, proceeding, prosecution, investigation, hearing, audit, examination or subpoena commenced, brought, conducted or heard by or before any court, arbitrator, mediator or other Governmental Authority or tribunal. “Actual Adjustment” means (i) the Total Stock Purchase Consideration as finally determined pursuant to Section 2.4, minus (ii) the Estimated Total Stock Purchase Consideration. “Adjustment Escrow Amount” means $300,000. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person, including a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary or another Subsidiary of a Person of which the first Person is also a Subsidiary; “control” (including the term

Acquiror Indemnified Persons shall have the meaning set forth in Section 7.3.