Indemnified Buyer Parties definition

Indemnified Buyer Parties has the meaning set forth in Section 8.2.

Indemnified Buyer Parties means Buyer and its officers, directors, managers, employees, agents, representatives, controlling Persons, stockholders, and their Affiliates.

Indemnified Buyer Parties has the meaning given to it in Section 2.2(a). "Indemnified-Stockholder Parties" has the meaning given to it in Section 2.1(a). "Required Stockholders" means Stockholders holding at least a majority of the shares of Common Stock outstanding immediately prior to the Effective Time.

Examples of Indemnified Buyer Parties in a sentence

• The Stockholders agree among themselves that each Stockholder shall (a) contribute his or its pro rata share of (i) all costs and expenses incurred by any other Stockholder in defense of any claim for which the Stockholders have the obligation to indemnify the Indemnified Buyer Parties under the terms of this Agreement and (ii) all amounts owed to AAI hereunder and (b) indemnify each other Stockholder for all amounts paid or incurred by each other Stockholder in excess of his or its pro rata share thereof.

• The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the Parties and, in the case of Article VI, the Indemnified Seller Parties and the Indemnified Buyer Parties, and their heirs, executors, administrators, legal representatives, successors and assigns, and they will not be construed as conferring any rights on any other Persons.

• Notwithstanding anything to the contrary set forth in this Agreement, (i) the Texas Litigation may not be settled without prior written consent of Summit, which consent may not unreasonably be withheld, and (ii) Summit and Seller shall have no liability or obligation to the Indemnified Buyer Parties with respect to the Texas Litigation except as provided in this Section 12.7.

• The Escrow Fund shall be used to satisfy the Sellers' obligations to indemnify and hold the Indemnified Buyer Parties harmless pursuant to Article 10 of this Agreement.

• Diamond Multimedia Systems.82 As a conceptual point, it is self-evident that the “potential market” referred to in the statute cannot be taken to mean every possible use of the copyrighted work.

• The sole source of funds to satisfy the Sellers' Non-Covenant Indemnification Obligations relating to Claim Notices made by Indemnified Buyer Parties after the first anniversary of the Closing Date and on or before the second anniversary of the Closing Date shall be limited to the amounts, if any, payable to the Sellers pursuant to Section 2.2 as Contingent Purchase Price.

• Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount to which the Indemnified Buyer Parties may be entitled with respect to claims under Section 10.1(a) shall be the amount of the Deferred Consideration, provided, however, that the limits set forth in this Section 10.4(b) shall not apply to any Seller for claims that result from or arise out of fraud or bad faith of such Seller.

• This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns, the Indemnified Seller Parties, and the Indemnified Buyer Parties.

• Other than as set forth in the further provisions of this Section 10.6(c), the Indemnified Buyer Parties shall be limited to recovery from the Escrow Amount.

• For the avoidance of any doubt, and notwithstanding any contrary provision of this Section 7.5(a), Losses in respect of a breach of Section 4.4(b) that are not payable to the Indemnified Buyer Parties because such Losses are applied against the Company Equity Deductible shall count toward the Sellers’ Deductible.

More Definitions of Indemnified Buyer Parties

Indemnified Buyer Parties has the meaning set forth in Section 8.2. “Indemnified Party” has the meaning set forth in Section 8.6. “Indemnified Seller Parties” has the meaning set forth in Section 8.4. “Indemnifying Party” has the meaning set forth in Section 8.6. “Independent Accountants” has the meaning set forth in Section 1.4(c).