Examples of Equityholder Indemnitees in a sentence
From and after the Closing, the right of the Equityholder Indemnitees to be indemnified pursuant to this Article IX shall be the sole and exclusive remedy of the Equityholder Indemnitees (other than specific performance pursuant to the provisions of Section 10.13) with respect to any breach of any representation, warranty, covenant or agreement of Parent or Merger Sub contained in, or any other breach by Parent or Merger Sub of, this Agreement.
From and after the Closing, the right of the Equityholder Indemnitees to be indemnified pursuant to this Article IX shall be the sole and exclusive remedy of the Equityholder Indemnitees (other than specific performance pursuant to the provisions of Section 10.13) with respect to any breach of any representation, warranty, covenant or agreement of Parent, Merger Sub or Merger LLC contained in, or any other breach by Parent, Merger Sub or Merger LLC of, this Agreement.
ZEFER shall reimburse the Equityholder Indemnitees for any Equityholder Damages to which this Section 8.1 relates only if a claim for indemnification is made by the Equityholder Indemnitees within the Indemnity Period.
Once the aggregate amount of Damages exceeds the Basket, then the Company Equityholder Indemnitees or Parent Indemnitees, as the case may be, shall have the right to recover all Damages from and including the first dollar of damages without regard to the Basket, subject to the other limitations set forth in this Article VII.
The procedures in this Section 9.6 shall not apply to direct claims of Equityholder Indemnitees or Parent Indemnitees governed by Section 9.5.
In the case of remedies against a Person for such Person’s Fraud, the limitations set forth in this Article VII, including those set forth in Section 7.3, shall not apply to any Loss that the Parent Indemnitees or the Equityholder Indemnitees, respectively, may suffer, sustain or become subject to.
The Indemnitee shall give the Indemnitor prompt written notice of any Third-Party Claim against such Parent Indemnitee or Equityholder Indemnitee; provided, that any failure on the part of the Parent Indemnitees or Equityholder Indemnitees to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor under this Article VII (except to the extent such failure materially prejudices the defense of such Third-Party Claim).
From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify, defend, save and hold the Equityholders, and their respective Affiliates and Representatives (collectively, the “Equityholder Indemnitees”) harmless from and against any and all Losses incurred or suffered by the Equityholder Indemnitees arising out of, based upon or resulting from any breach of any Purchaser Fundamental Representation.
Any claims to be made by the Equityholder Indemnitees must be made by the Stockholders' Representatives on behalf of the Equityholder Indemnitees and any negotiations or proceedings with respect to such claims shall be controlled by the Stockholders' Representatives on behalf of the Equityholders.
In addition, the Equityholder Indemnitees will not be entitled to recover for Damages against which the Equityholder Indemnitees would otherwise be entitled to be indemnified pursuant to Section 9.2(b)(i), for any individual indemnified matter unless the amount of Damages with respect to such matter (together with Damages from any substantially similar event, occurrence, condition or set of facts or circumstances) is greater than the Per Claim Threshold.