Indemnifiable Matters definition

Indemnifiable Matters has the meaning set forth in Article 12.3 of this Agreement.

Indemnifiable Matters means, collectively and without duplication, Special Tax Indemnity Matters, Special Dissenting Shares Indemnity Matters, Special IWI Indemnity Matters and Special Litigation Indemnity Matters.

Indemnifiable Matters has the meaning set forth in Section 12.2.

Examples of Indemnifiable Matters in a sentence

• Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit the liability of Seller for any Losses incurred or sustained by the Indemnified Parties or any of them, as a result of the Indemnifiable Matters described in Section 8.2(a)(iii).

• The maximum amount that the Indemnified Parties may recover for the Indemnifiable Matters described in Section 8.2(a) (i) as a result of any inaccuracy in or breach of any Fundamental Representations (other than for fraud or intentional misrepresentation) shall be limited to the Aggregate Consideration.

• The maximum amount that the Indemnified Parties may recover for the Indemnifiable Matters described in Section 8.2(a) (ii) shall be limited (other than for fraud or intentional misrepresentation) to the Aggregate Consideration.

• The maximum amount that the Indemnified Parties may recover for the Indemnifiable Matters described in Section 8.2(a) (i) (other than for breach of any Fundamental Representations or breach of any representation or warranty contained in Section 3.9 (Intellectual Property), fraud or intentional misrepresentation with respect to any representation or warranty) shall be limited to the Escrow Amount.

• If the Closing occurs, Parent and Buyer agree that their right to indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the Company and the Sole Member for Losses attributable to any Indemnifiable Matters.

More Definitions of Indemnifiable Matters

Indemnifiable Matters has the meaning set forth in Section 10.2(a).

Indemnifiable Matters has the meaning specified in Section 9.04(a).

Indemnifiable Matters shall have the meaning set forth in Section 17.2.

Indemnifiable Matters means (i) the Bathroom Fittings and Fixtures Proceedings, and (ii) following a B&K Sale, any indemnification claims that may be brought against any member of the ASD Group (and their respective Affiliates and their respective directors, officers, employees and agents, in each case, together with their respective heirs, executors, administrators, successors and assigns) by any B&K Buyer Party or any of their respective Affiliates (including any B&K Charged Party) or their Representatives solely in connection with the Bathroom Fittings and Fixtures Proceedings. For the avoidance of doubt, third party Actions that have arisen or may arise prior to or after the Effective Time that relate to or arise out of the subject matter of the Bathroom Fittings and Fixtures Proceedings (including, without limitation, shareholder lawsuits but excluding the Bathroom Fittings and Fixtures Proceedings themselves and excluding any indemnification claims brought by a B&K Buyer Party or any of their respective Affiliates (including any B&K Charged Party) or Representatives), are not Indemnifiable Matters under this Agreement. The Distribution Agreement (rather than this Agreement) addresses, allocates responsibility and indemnification obligations for, and shall exclusively control, with respect to such third party Actions.

Indemnifiable Matters shall have the meaning set forth in Section 9.1(a).

Indemnifiable Matters. 8.2(a) “Indemnified Parties” 8.2(a) “Initial Payment Amount” 1.6(b) “Intellectual Property” 2.15(a)(vi) “Joinder Agreement” Recitals “Legal Proceedings” 2.7 “Merger” Recitals “Merger Sub” Preamble “Merger Sub Common Stock” 1.5(e) “Notice of Objection” 1.7(c) “NYSE American” 1.2(a)(ii)(A) “Objection Deadline” 8.4(a) “Objection Notice” 8.4(a) “Objection Period” 1.7(c) “Official” 2.20(b) “Open Source Materials” 2.15(a)(vii) “Order” 7.1(b)(ii) “Outside Date” 7.1(b)(i) “Parent” Preamble “Parent Acquisition Proposal” 4.3(e) “Parent Author” 3.15(g) “Parent Balance Sheet” 3.5(b) “Parent Balance Sheet Date” 3.5(b) “Parent Board” Recitals “Parent Capital Increase Registration” 1.5(g) “Parent Confidential Information” 3.15(j) “Parent Consenting Stockholders” Recitals “Parent Disclosure Schedule” Article III “Parent Executives” 9.12(a) “Parent Financial Statements” 3.5(b) “Parent Intellectual Property Agreements” 3.15(a)(i) “Parent IP Rights” 3.15(a)(ii) “Parent Material Contract” 3.13(a) “Parent Ordinary Share Deposit” 1.5(i)(i) “Parent-Owned IP Rights” 3.15(a)(iii) “Parent Permits” 3.9(a) “Parent Plans” 3.11(a) “Parent Policies” 3.17 “Parent Post-Closing Statement” 1.7(b) “Parent Products” 3.15(a)(iv) “Parent Reference Date” 3.5(a) “Parent Registered Intellectual Property” 3.15(a)(v) “Parent Related Party” 3.18(c) “Parent Related Party Transactions” 3.18(a) “Parent SEC Reports” 3.5(a) “Parent Share Issuance” 1.5(g) “Permit Information Statement” 5.1(a)(ii) “Personal Data” 2.16(a) “Post-Closing Returns” 4.8(a)

Indemnifiable Matters means (a) the ownership, operation or use of the real property located at 000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx, or the real property located at 000 X. Xxxxxxxxxx, Chicago, Illinois (other than the obligations of KCC under the 810 Washington Lease); (b) any Excluded Joint Venture; (c) Tollnet, L.L.C., Xxxxx Management Services, Inc. or Xxxxxxx Development LLC; (d) the Acura Matter; (e) Unsatisfied TrAIL Costs; (f) the Kenny-Obayashi (Detroit) joint venture; (g) the Excluded Contracts (except to the extent arising from Buyer’s or KCC’s breach of its obligations under Section 6.2(c)); (h) the Excluded Life Insurance Policies (except to the extent arising from Buyer’s or KCC’s breach of its obligations under Section 6.2(c)); (i) any claim or demand of or Legal Proceeding relating to pre-Closing matters initiated (whether before or after the Closing) by any of Xxxx X. Xxxxx, Xx., Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxx Xxxxx Xxxx, Xxxxxx X. Xxxxx or Xxxxxxx Xxxxx Xxxxx (or any trust or other entity other than Seller established by or for the benefit of any of them), except claims under Employee Benefit Plans and, with respect to Xxxxxxx X. Xxxxx, claims for indemnification in connection with his status as an officer and director of the Acquired Companies; or (i) any claim or demand of or Legal Proceeding relating to this Agreement or the Transactions initiated (whether before or after the Closing) by Xxxxxx X. Xxxxx or Xxxxxxx Xxxxx Xxxxx (or any trust or other entity other than Seller established by or for the benefit of either of them), including any citation to discover assets that has been or may be served upon Buyer or any of its Affiliates in relation thereto.