Acquirer Indemnified Person definition

Acquirer Indemnified Person means any of Acquirer, any Affiliate thereof (including the Company following the Closing), any successor of any of them, or any of their respective officers, directors, employees, stockholders, agents or representatives. As used herein, “Losses” means any and all damages, fines, penalties, deficiencies, losses, diminution in value, liabilities (including settlements and judgments) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts and other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) and shall include any Losses from Third Party Claims (as *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. defined below). Sellers understands and agrees that its obligations, and each Purchaser Indemnified Person’s rights, under this Section 8.1 with respect to clauses (iii) and (iv) of this Section 8.1 neither shall be conditioned upon nor need be preceded by any breach of or inaccuracy in any representation or warranty of Sellers contained in this Agreement or any of the Ancillary Documents, any facts or circumstances contrary to any such representation or warranty, or any breach of any covenant of Sellers or the Company contained in this Agreement.

Acquirer Indemnified Person has the meaning set forth in Section 8.1(a).

Acquirer Indemnified Person has the meaning given such term in Section 8.2.

Examples of Acquirer Indemnified Person in a sentence

• If an Acquirer Indemnified Person is entitled to indemnification hereunder, provided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Acquirer.

• Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed.

• Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action.

• If any Acquirer Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding and Acquirer agrees not to oppose that intervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section.

• Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein.

• Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein except as set forth in this Section.

• Upon assumption by Planet Payment of such defense, the Acquirer Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the Acquirer * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.

• Notwithstanding anything to the contrary, if, prior to the expiration of a particular representation or warranty, an Acquirer Indemnified Person makes a claim for indemnification under either this Agreement or the Escrow Agreement with respect to a misrepresentation or breach of such representation or warranty, then such Indemnified Person's rights to indemnification under this Section 10.2 for such claim shall survive any expiration of such representation or warranty.

• Subject to the terms and conditions of this Article VIII, the Escrow Amount shall be available to compensate Acquirer (on behalf of itself or any other Acquirer Indemnified Person (as such term is defined in Section 8.2 below)) for Indemnifiable Damages (as such term is defined in Section 8.2 below) pursuant to the indemnification obligations of the Indemnifying Holders.

• The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Acquirer Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(h) and this Article VIII.

More Definitions of Acquirer Indemnified Person

Acquirer Indemnified Person and “Acquirer Indemnified Persons” have the meanings set forth in Section 9.1(b).