Holdings Indemnitees definition

Holdings Indemnitees shall have the meaning given such term in Section 10.1.
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Holdings Indemnitees has the meaning set forth in Section 8.2.
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Holdings Indemnitees has the meaning set forth in Section 5.02(c).
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Examples of Holdings Indemnitees in a sentence

  • Indemnitees, (d) the Newmark Holdings Indemnitees, (e) the Newmark Inc.

  • The Holdings Indemnitees shall use reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility.

  • The relative fault of the ARAC Indemnitees on the one hand and of the Holdings Indemnitees on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information concerning ARAC on the one hand or Holdings on the other hand.

  • Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than Holdings and ARAC, and Holdings Indemnitees and ARAC Indemnitees under Article IV hereof.

  • This Article IV shall inure to the benefit of, and be enforceable by Holdings, the Holdings Indemnitees, ARAC and the ARAC Indemnitees and their respective successors and permitted assigns.

  • Nothing herein shall limit a Holdings Indemnitee's right to substitution or join Parent or any Subsidiary in any action or proceeding relating to an Excluded Liability.

  • Any claim made by the Castlewood Holdings Indemnitees in respect of Losses shall be made on a joint basis.

  • The Escrow Amount shall be available to satisfy any and all claims of (i) the Purchaser Indemnitees set forth in Article X of this Agreement or (ii) the Holdings Indemnitees (as such term is defined in the Restructuring Agreement) pursuant to Article V of the Restructuring Agreement.

  • All payments made on behalf of SELLERs to or for the benefit of Holdings Indemnitees pursuant to this ARTICLE 8 shall be treated as adjustments to the Purchase Price for Tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.

  • All covenants set forth herein for which the Holdings Indemnitees are entitled to be indemnified under Section 8.2(a)(ii) shall survive the Closing until such time period provided in accordance with their respective terms (or if no such period is expressly included herein for any covenant required to be performed following the Closing, then until thirty (30) days following the expiration of the statute of limitations applicable to the subject matter underlying such covenant).


More Definitions of Holdings Indemnitees

Holdings Indemnitees means Holdings, and its Subsidiaries, officers, directors, shareholders, representatives and agents; provided, however, that “Holdings Indemnitees” shall be deemed to exclude Intel, ST, the FP Parties and each of their respective Affiliates.
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Holdings Indemnitees has the meaning assigned to it in Section 8.05(a). “Holdings Interests” has the meaning assigned to it in the Recitals of this Agreement. “Holdings Material Adverse Effect” has the meaning assigned to it in Section 3.01. “Holdings Preferred Units” has the meaning assigned to it in the Recitals of this Agreement. “Holdings Seller” has the meaning assigned to it in the Preamble of this Agreement. “HSR Act” has the meaning assigned to it in Section 2.03(b). “HSR Approval” has the meaning assigned to it in Section 7.02(a)(i). “Indebtedness” has the meaning assigned to it in Section 1.06(f)(v). “Intellectual Property” means all statutory and/or common law rights relating to intellectual property, including the following, in any and all countries: (i) all patents and patent applications, statutory invention registrations or similar rights, together with all reissuances, divisions, renewals, reexaminations, provisionals, continuations and continuations-in-part with respect thereto and including all foreign equivalents (collectively, “Patents”), (ii) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names, including all applications, registrations and renewals therefor, together with the goodwill associated with any of the foregoing (collectively, “Trademarks”), (iii) internet domain names and social media handles, together with applications and registrations therefor (collectively, “Internet Properties”), (iv) copyrights and any other equivalent rights in works of authorship, and all applications and registrations and renewals therefor (collectively, “Copyrights”) and (v) trade secrets, know-how and confidential or proprietary business or technical information, in each case, that derives independent economic value, whether actual or potential, from not being known to other persons. “Internet Properties” has the meaning assigned to it in the definition of “Intellectual Property”. “IT Systems” has the meaning assigned to it in Section 4.16(f).
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Holdings Indemnitees shall have the meaning given such term in Section 10.1. “HOLDINGS’ Knowledge” or the “Knowledge of HOLDINGS” or any similar term, shall mean the actual knowledge of (a) any officer of HOLDINGS having a title of Vice President or higher, and (b) the individuals listed on Schedule 1.1(c). “HOLDINGS’ Required Consents” shall have meaning given such term in Section 4.4(a). “Indemnified Party” or “Indemnitee” shall have the meaning given such term in Section 10.4(a). “Indemnifying Party” or “Indemnitor” shall have the meaning given such term in Section 10.4(a). 7
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Holdings Indemnitees has the meaning set forth in Section 2.1. “Indemnified Party” has the meaning set forth in Section 2.4.
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Holdings Indemnitees has the meaning ascribed to such term in the Intel ATA and the ST ACA.
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Related to Holdings Indemnitees

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

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

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

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

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

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

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

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

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

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

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Agent Indemnitees means each Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

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

  • Indemnitee Agent Party as defined in Section 9.6.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.