Indemnifiable Matters definition

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.

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

Indemnifiable Matters has the meaning set forth in Section 12.2.

Examples of Indemnifiable Matters in a sentence

Except as set forth in Section 7.4(d), the aggregate liability of the Seller and the Member on account of any Seller Indemnifiable Matters shall be limited to an aggregate amount equal to the Purchase Price (the “Cap”).
Except as set forth in Section 7.4(d), the aggregate liability of the Buyer on account of Buyer Indemnifiable Matters shall be limited to an aggregate amount equal to the Cap.
Except with respect to the Excluded Obligations and the Section 3.11 Indemnifiable Matters, the maximum aggregate liability of the Sole Stockholder shall be limited to the Escrow Deposit.
Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII for Indemnifiable Matters arising from breaches of any representations and warranties set forth in Article III until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of the Losses in excess of such amount.
If the Closing occurs, Parent agrees that the right to indemnification pursuant to this Article XII shall constitute Parent’s sole and exclusive remedy and recourse against the Shareholders 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 9.1(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 has the meaning set forth in Section 5.2(a).

Indemnifiable Matters is defined in Section 8.1.