GTY Indemnitees definition

GTY Indemnitees has the meaning set forth in Section 7.1(a).

GTY Indemnitees has the meaning set forth in the Recitals.

Examples of GTY Indemnitees in a sentence

• GTY shall have the right to withhold and setoff against any amount due to the eCivis Holders or any of their Affiliates hereunder or payment of Losses to which the GTY Indemnitees are entitled to under this Agreement.

• Except the indemnified parties with respect to Section 5.2 and the OC Holder Indemnitees and the GTY Indemnitees as provided in Article 7, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

• For the avoidance of doubt, in the event that the GTY Indemnitees are entitled to indemnification from the OC Holders TABLE OF CONTENTS​​​ PURSUANT to this ARTICLE 7, THE GTY Indemnitees shall in all cases proceed against the Cash Escrow Amount and the Escrow Shares until both are exhausted until exercising any other remedies (excluding remedies available in equity) that may be available to the GTY Indemnitees under this Agreement.

• GTY shall have the right to withhold and setoff against any amount due to the Sherpa Holders or any of their Affiliates hereunder, the amount of any claim for indemnification or payment of Losses to which the GTY Indemnitees may be entitled under this Agreement.

• Except the indemnified parties with respect to Section 6.2 and the Questica Holder Indemnitees and the GTY Indemnitees as provided in ARTICLE 8, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

• Accordingly, each Questica Holder is jointly and severally liable to the GTY Indemnitees for any breach, default or violation of any such matters to the extent provided in this Article 8.

• Except the indemnified parties with respect to Section 5.2 and the CX Xxxxxx Indemnitees and the GTY Indemnitees as provided in Article 7, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

• In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder).

• For the avoidance of doubt, in the event that the GTY Indemnitees are entitled to indemnification from the OC Holders pursuant to this Article 7, the GTY Indemnitees shall in all cases proceed against the Cash Escrow Amount and the Escrow Shares until both are exhausted until exercising any other remedies (excluding remedies available in equity) that may be available to the GTY Indemnitees under this Agreement.

• We will treat our stakeholders with respect, honesty and fairness.Confidential information relating to our relationship with all stakeholders will be respected.