Holdings Indemnitees definition

Holdings Indemnitees shall have the meaning given such term in Section 10.1.

Holdings Indemnitees has the meaning set forth in Section 8.2.

Holdings Indemnitees has the meaning set forth in Section 5.02(c).

Examples of Holdings Indemnitees in a sentence

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

• 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 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.

• 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.

• For the avoidance of doubt, the aggregate amount of any recovery by the Castlewood Holdings Indemnitees pursuant to this Section 10 with respect to any Loss may not exceed the amount of such Loss.

• 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.

• Failure to provide a Claims Notice in a timely manner shall not be deemed a waiver of the Castlewood Holdings Indemnitees' right to recover in respect of a Loss other than to the extent that such failure prejudices the defense of the claim by the Castlewood Members or the Castlewood Principals.

• This Agreement shall not be construed to create any lien or encumbrance on the Interests or to create any express or implied rights in any persons other than the Parties, except as provided for the indemnification of the VTTI Holdings Indemnitees and the Sponsor Indemnitees in Article 2.

• 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).

• 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.

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.

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

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).

Holdings Indemnitees has the meaning ascribed to such term in the Intel ATA and the ST ACA.

Holdings Indemnitees has the meaning set forth in Section 2.1. “Indemnified Party” has the meaning set forth in Section 2.4.