Buyer Indemnified Party has the meaning set forth in Section 8.2.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Buyer Losses shall have the meaning set forth in Section 8.2.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).