Examples of Equityholder Indemnified Parties in a sentence
The Equityholder Indemnified Parties shall have no rights to indemnification hereunder until the aggregate amounts of indemnification payments that would otherwise be due to the Equityholder Indemnified Parties reaches the Indemnification Threshold, at which point the Equityholder Indemnified Parties shall be indemnified for the full amount of Indemnified Losses that exceed the Indemnification Threshold.
The Equityholder Indemnified Parties shall not be entitled to recover: (i) under Sections 11.3(a) or 11.3(c) for the amount of Indemnified Losses in the aggregate in excess of 50% of the Purchase Price; and (ii) under Section 11.3(b) for the amount of Indemnified Losses in the aggregate in excess of the Purchase Price.
Notwithstanding anything to the contrary contained in this Purchase Agreement, except in the case of Fraud, in no event shall the maximum aggregate amount of Losses recoverable by the Equityholder Indemnified Parties from the Buyer Parties in respect of any Claim under clause (ii) of this paragraph exceed the result of the Share Percentage multiplied by the Aggregate Consideration.
From and after the Closing in accordance with the terms provided herein, the Buyer Parties will indemnify, save and hold harmless each of the Equityholder Indemnified Parties from and against any and all Losses incurred in connection with, arising out of or resulting from (i) any breach of any covenant or agreement made by any Buyer Party in this Purchase Agreement and (ii) any breach or inaccuracy of any of Buyer Fundamental Representations.
The Indemnified Party shall also provide the Equityholders’ Representative (on behalf of the Equityholder Indemnified Parties) or the Purchaser, as applicable, with such information as such Persons may have or receive with respect to any Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same).
The aggregate maximum liability of Parent in respect of any Adverse Consequences suffered or incurred by the Equityholder Indemnified Parties shall not exceed the aggregate amount paid to the Equityholders hereunder.
Any payment that any Equityholder is obligated to make to any Acquiror Indemnified Parties, or that Acquiror is obligated to make to any Equityholder Indemnified Parties, pursuant to this Section 8 shall be paid by the Equityholders or Acquiror by wire transfer of immediately available funds within ten (10) days after the date notice of any sums due and owing is delivered to Agent by Acquiror or to Acquiror by Agent (the “Indemnity Payment Period”).
The Losses of the Equityholder Indemnified Parties described in this Section 8.2 as to which the Equityholder Indemnified Parties are entitled to indemnification are collectively referred to as “Equityholder Losses”.
Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, nothing shall limit (or be deemed to limit) the aggregate amount of the Losses for which the Equityholder Indemnified Parties are entitled to indemnification under Section 8.2(b)(ii).
If the Return Notice does not contest the Demand, or if no Return Notice is delivered to the Claiming Party by the expiration of the Indemnity Notice Period, then, (i) with respect to a Demand made by Parent, payment shall be made in the order and priority set forth in Section 7.2(c), and (ii) with respect to a Demand made by the Equityholder Indemnified Parties, payment shall be made in accordance with Section 7.3(b).