Examples of Acquiror Indemnitee in a sentence
Further, with the exception of claims based upon fraudulent misrepresentation, each party hereto agrees that the indemnification rights provided by Section 11.02 are the sole and exclusive remedy for monetary damages for claims by such party or any Acquiror Indemnitee or EPI Indemnitee for breach by the other party of any representation, warranty or covenant contained in this Agreement.
If an inquiry shall be made by any taxing authority, which, if successful, might result in an indemnity payment to any Acquiror Indemnitee relating to Payment Taxes (a "Tax Claim"), Intercardia shall as promptly as reasonably practicable notify Interneuron in writing of such claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent Interneuron has been actually prejudiced as a result of such failure.
Parent, Acquiror and any Acquiror Indemnitee shall be entitled to rely conclusively on the instructions, decisions, actions and inactions of the Transferors’ Representative as to (i) the settlement of any claims for indemnification by Parent, Acquiror or any such Acquiror Indemnitee or (ii) any other action required or permitted to be taken by the Transferors’ Representative hereunder.
No party hereunder shall have any cause of action against Parent, Acquiror or any Acquiror Indemnitee for any action taken by Parent, Acquiror or such Acquiror Indemnitee in reliance upon the instructions or decisions of the Transferors’ Representative.
Upon notice to the Indemnitor Representative specifying in ------ reasonable detail the basis therefor, an Acquiror Indemnitee may give notice of a Claim to any amount to which it may be entitled under this Article 11 under the Escrow Agreement.
No insurer under any of the policies listed in Section 3.15 of the Disclosure Schedules has cancelled, provided the Company or any of its Subsidiaries with a notice of if its intention to cancel or to not renew any such policy, or indicated an intent to increase premiums on any such policy.
Notwithstanding the foregoing provisions of this Article I, on the Closing Date, an amount of cash equal to the Initial Escrow Amount shall be delivered by Acquiror to the Escrow Agent to be held in escrow in accordance with the terms of the Escrow Agreement, subject to the terms of Section 9.4, to serve as the sole and exclusive source of payment and remedy for any claim for Damages for which any Acquiror Indemnitee is entitled to indemnification pursuant to Section 9.2(a) hereof.
No Acquiror Indemnitee shall undertake the determination of any, liability that is subject to any claim for indemnification hereunder until the RMFC Stockholders are first given the opportunity to settle, compromise or contest such liability as provided herein.
Subject to the minimum claims requirements set forth below, if any Acquiror Indemnitee shall be entitled to be indemnified for monetary damages in accordance with Section 10.1 hereof, it shall promptly give written notice thereof to the Exchanging Stockholders, including in such notice a brief description of the facts upon which such claim or adjustment is based and the amount thereof (the "Claim Notice").
Subject to the minimum claims requirements set forth below, if any Acquiror Indemnitee shall have any claim of indemnification pursuant to Article 9 hereof, it shall promptly give written notice thereof to the Exchanging Stockholder, including in such notice a brief description of the facts upon which such claim or adjustment is based and the amount thereof (the "Claim Notice").