Company Indemnity Claim definition

Company Indemnity Claim means the amount of any and all Damages incurred by a Parent Group Member in connection with or arising from:
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Company Indemnity Claim means any Damages arising out of, based upon or resulting from (i) any inaccuracy in or any breach of any representation and warranty of Spotless contained in this Agreement or any Schedule, certificate or other written instrument or document delivered by Spotless pursuant hereto, or (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Spotless contained in or made pursuant to the terms and conditions of this Agreement.
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Examples of Company Indemnity Claim in a sentence

  • Each Parent Group Member shall be entitled to be indemnified from any and all of the Damages related to any Company Indemnity Claim in accordance with the provisions set forth in Section 6.9 and Section 6.10 hereof.

  • The Deductible and the Indemnity Cap shall not apply to any Company Indemnity Claim or Indemnity Payments resulting from any Damages arising from any Previous Equityholder’s or Company’s fraudulent conduct or intentional misrepresentations or any willful breach of the Agreement.

  • The Deductible and the Indemnity Cap shall not apply to any Company Indemnity Claim or Indemnity Payments resulting from any Damages arising from any Previous Equityholder's or Company's fraudulent conduct or intentional misrepresentations or any willful breach of the Agreement.

  • Any disbursements from the Escrow --------------------------------- Assets (i) to the Stockholders pursuant to Section 5 and (ii) to Buyer (A) pursuant to Section 4 and (B) to satisfy any Company Indemnity Claim, shall be made from the Escrow Assets owned by each Stockholder on a pro rata basis based on each Stockholder's percentage ownership of the Company immediately prior to the Effective Time (the "Pro Rata Percentage"), as set forth below: Xxxxxxx X.

  • Each Parent Group Member shall be entitled to be indemnified from any and all of the Damages related to any Company Indemnity Claim in accordance with the provisions set forth in Section 5.9 and Section 5.11(d) hereof.

  • The number of shares of Buyer Common Stock disbursed to any Stockholder or to settle any reduction of the Merger Consideration, Company Indemnity Claim or any Stockholder Indemnity Claim by such Buyer Indemnified Party shall be rounded up to the next whole share, if necessary.

Related to Company Indemnity Claim

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Holder Indemnified Party is defined in Section 4.1.