Parent Loss definition
Examples of Parent Loss in a sentence
Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock would not, by itself, constitute a Parent Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be as a result of any event described in Sections 8.2(a)(i), (ii) or (iii) above.
Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock would not, by itself, constitute a Parent Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be as a result of any event described in Sections 8.2(a)(i), (ii), (iii) or (iv) above.
Parent’s rights under this Agreement for any Parent Losses shall terminate upon the Termination Date; provided, however, that Parent’s rights with respect to any Parent Loss shall not terminate if a Claim has been made for such Parent Loss in accordance with the terms of Article IV on or prior to the Termination Date.
For purposes of determining whether any ICC Loss or Parent Loss has occurred, or the amount of any such ICC Loss or Parent Loss, the representations, warranties, covenants and agreements of the parties set forth herein, the Merger Agreement, the Securities Representation Letter or in any other instrument, certificate or affidavit delivered in connection herewith or therewith shall be considered without regard to any materiality qualification set forth herein or therein.
Any payment by Purchaser pursuant to this Section 5.06 shall be made not later than 30 days after 194 receipt by Purchaser of written notice from Parent stating that any Parent Loss has been paid by Parent or any of its Affiliates, the amount thereof and of the indemnity payment requested.
If a written notice does not state the amount of Parent Loss claimed, such omission will not preclude Parent from recovering from Buyer the amount of Parent Loss with respect to the claim described in such notice if any such amount is promptly provided once determined.
Rohan shall be the owner of the Escrow Amount, unless and until, and to the extent that, any portion of the Escrow Amount is offset by the amount of any Parent Loss pursuant to Section 9.02 of this Agreement.
Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock would not, by itself; constitute a Parent Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be as a result of any event described in Sections 6.2(a)(i), (ii) or (iii) above.
The Major Stockholders shall not have any right of contribution from Parent with respect to any Parent Loss claimed by the Parent Indemnified Persons.
No claim for indemnification hereunder for any Purchaser Loss or Parent Loss may be asserted by a Purchaser Indemnified Person or Parent Indemnified Person, respectively, after the expiration of the period during which such claim may be made as provided herein; provided, however, that claims asserted in writing by a Purchaser Indemnified Person or Parent Indemnified Person (as the case may be) prior to such expiration shall not thereafter be barred by such expiration.