Acquiror Indemnified Persons definition

Acquiror Indemnified Persons has the meaning given to them in Section 9.2.

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

Acquiror Indemnified Persons is defined in Section 10.2.

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.

• 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.

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

• Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Sections 10.1(a) or 10.1(f) above, the Acquiror Indemnified Persons shall be entitled to recover all Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the Indemnification Threshold.

• Notwithstanding any contrary provision hereof, except with respect to any Damages arising from, or directly or indirectly related to (i) fraud or intentional misrepresentation and (ii) any breach of a Fundamental Representation, the relevant Escrow Funds shall be the exclusive means for the Acquiror Indemnified Persons to collect any Damages for which they are entitled to indemnification under Section 9 of this Agreement.

• 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.

• Regardless of which party brings suit to resolve a matter, Acquiror shall bear the burden of proof by a preponderance of the evidence that Acquiror or other Acquiror Indemnified Persons are entitled to indemnification pursuant to this Article 12.

• The "Loss Adjustment" shall equal the amount of any Losses for which Acquiror Indemnified Persons are entitled to indemnification pursuant to Section 9.02.

• Each of the parties, the Surviving Corporation and the Acquiror Indemnified Persons hereby expressly waive, and covenant to forego, any and all consequential, indirect, lost profits, punitive and exemplary damages and all claims therefor however arising or asserted, other than to the extent consequential, indirect, punitive or exemplary damages or lost profits are asserted and recovered in a Third-Party Claim.

• The Effective Time Holders shall be bound by all actions taken and documents executed by the Representative in connection with this ARTICLE 12, and Acquiror and other Acquiror Indemnified Persons shall be entitled to rely on any action or decision of the Representative.

More Definitions of Acquiror Indemnified Persons

Acquiror Indemnified Persons has the meaning set forth in Section 9.1(a).

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.

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 have the meanings set forth in Section 6.2(b).