Indemnified Buyer Parties definition

Indemnified Buyer Parties has the meaning set forth in Section 8.2.

Indemnified Buyer Parties means Buyer and its officers, directors, managers, employees, agents, representatives, controlling Persons, stockholders, and their Affiliates.

Indemnified Buyer Parties has the meaning set forth in Section 8.2. “Indemnified Party” has the meaning set forth in Section 8.6. “Indemnified Seller Parties” has the meaning set forth in Section 8.4. “Indemnifying Party” has the meaning set forth in Section 8.6. “Independent Accountants” has the meaning set forth in Section 1.4(c).

Examples of Indemnified Buyer Parties in a sentence

• This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns, the Indemnified Seller Parties, and the Indemnified Buyer Parties.

• The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto and, in the case of Section 8 hereof, the Indemnified Buyer Parties and the Indemnified Sellers Parties, and their successors and assigns, and they will not be construed as conferring any rights on any other persons.

• Notwithstanding any other provision of this Agreement, all claims by the Tax Indemnified Buyer Parties for indemnification with respect to any of the matters set forth in this Section 8.1 shall be satisfied solely out of any funds remaining in the Escrow Account.

• Other than as set forth in the further provisions of this Section 10.6(c), the Indemnified Buyer Parties shall be limited to recovery from the Escrow Amount.

• Pursuant to the Post-Closing Escrow Agreement, $5,000,000 shall be held in escrow until the date which is six months after the Closing Date, when the amount held in escrow will be reduced to $2,500,000, provided that the aggregate of claims made by or paid to Indemnified Buyer Parties (as defined in Section 11.3 hereof) on such date shall be less than $2,500,000.

• For the avoidance of any doubt, and notwithstanding any contrary provision of this Section 7.5(a), Losses in respect of a breach of Section 4.4(b) that are not payable to the Indemnified Buyer Parties because such Losses are applied against the Company Equity Deductible shall count toward the Sellers’ Deductible.

• The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the Parties and, in the case of Article VI, the Indemnified Seller Parties and the Indemnified Buyer Parties, and their heirs, executors, administrators, legal representatives, successors and assigns, and they will not be construed as conferring any rights on any other Persons.

• The sole source of funds to satisfy the Sellers' Non-Covenant Indemnification Obligations relating to Claim Notices made by Indemnified Buyer Parties after the first anniversary of the Closing Date and on or before the second anniversary of the Closing Date shall be limited to the amounts, if any, payable to the Sellers pursuant to Section 2.2 as Contingent Purchase Price.

• Without limiting the foregoing, to the extent that Section 9.1, Section 9.2 or Section 9.10 are held to be invalid, illegal or unenforceable in any respect under any applicable law by which this Agreement is governed, the Indemnified Buyer Parties or Indemnified Seller Parties, as the case may be, shall be entitled to recover the maximum amount permitted by applicable law to be recovered under Section 9.1 and Section 9.2, respectively.

• The Stockholders agree among themselves that each Stockholder shall (a) contribute his or its pro rata share of (i) all costs and expenses incurred by any other Stockholder in defense of any claim for which the Stockholders have the obligation to indemnify the Indemnified Buyer Parties under the terms of this Agreement and (ii) all amounts owed to AAI hereunder and (b) indemnify each other Stockholder for all amounts paid or incurred by each other Stockholder in excess of his or its pro rata share thereof.

More Definitions of Indemnified Buyer Parties

Indemnified Buyer Parties has the meaning given to it in Section 2.2(a). "Indemnified-Stockholder Parties" has the meaning given to it in Section 2.1(a). "Required Stockholders" means Stockholders holding at least a majority of the shares of Common Stock outstanding immediately prior to the Effective Time.