Indemnification Percentage definition

Indemnification Percentage means, with respect to the Principal Sellers, the quotient (stated as a percentage) of the Percentage Interest of each Principal Seller divided by total Percentage Interests of all Principal Sellers.

Indemnification Percentage means, with respect to each Equityholder Indemnifying Party, the applicable percentage set forth opposite such Equityholder Indemnifying Party’s name under the heading “Indemnification Percentage” on Schedule I attached hereto (which may be updated by the Equityholders’ Representative (in its sole discretion) by the Equityholders’ Representative providing an updated Schedule I to the Purchaser at or prior to the time that the Company delivers the Estimated Closing Statement pursuant to Section 3.04(a), and which may be further updated from time to time by the Equityholders’ Representative (in its sole discretion) in connection with any Additional Merger Consideration paid to the Equityholder Indemnifying Parties by the Equityholders’ Representative, by promptly providing an updated Schedule I to the Purchaser; provided that the sum of all the Indemnification Percentages for the Equityholder Indemnifying Parties in the aggregate shall at all times equal 100%).

Indemnification Percentage means, with respect to any Member, the percentage set forth opposite such Member’s name under the header “Indemnification Percentage” on Annex B.

Examples of Indemnification Percentage in a sentence

• For purposes of example, if there is an indemnity claim for a breach of a representation made by the Company at the Initial Closing, (subject to the limitations set forth herein), a Principal Seller will be responsible only for that portion of Losses relating to the indemnity claim based on such Principal Seller’s Indemnification Percentage of such Losses.

• In the event Purchaser Indemnified Parties have Losses pursuant to Section 10.2(a)(i) (other than with respect to the ACAS Cap Exceptions) or Section 10.2(a)(ii) in excess of the ACAS Cap, the remaining Primary Indemnitors shall be jointly and severally liable for the full amount ACAS’s Indemnification Percentage of such Losses in excess of the ACAS Cap in accordance with the remaining limitations of this Section 10.5.

• The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1).

• The Members’ Representative shall receive no compensation for service as such but each Person comprising the Member’s Representative shall receive reimbursement from the Members pro rata in accordance with their respective Indemnification Percentage for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Persons comprising the Members’ Representative in the performance or discharge of their duties pursuant to this Section 12.1.

• Only the Representing Shareholders shall be subject to the obligation to indemnify for any Damages exceeding the amount of the Escrow Account and such obligation shall be borne by each Representing Shareholder in proportion to his respective Indemnification Percentage, subject to the limitations set forth herein.

More Definitions of Indemnification Percentage

Indemnification Percentage means with respect to Lxxxx Xxxxxx and Wxxxxxx X. Xxxxxxxxx, Xx. collectively, 66.70% and, with respect to ACAS 33.30%.

Indemnification Percentage means, with respect to any Seller, the percentage figure (as adjusted from time to time pursuant to Section 12.5(d) or any exercise of the Outstanding Options) which expresses the ratio, on a fully diluted basis, between (a) the amount of Purchased Securities sold by such Seller hereunder, plus the amount of such Seller's Put/Call Shares that are subject to the Put and Call Agreement, and (b) the aggregate amount of Purchased Securities and Put/Call Shares.

Indemnification Percentage has the meaning set forth in Section 8.2(d)(iii).

Indemnification Percentage means ten percent (10%) and (ii) the term "Preferred Conversion Number" means 1,000.

Indemnification Percentage means, as to any Principal Shareholder, the amount, rounded to two decimal places and expressed as a percentage, obtained by dividing (i) such Principal Shareholder’s portion of the Purchase Price, by (ii) the aggregate portion of the Purchase Price payable to all Principal Shareholders, each as reflected in the Spreadsheet.

Indemnification Percentage means, with respect to each of the Sellers, the percentage set forth next to such Seller's name under the heading “Indemnification Percentage” on Section 1.01-C of the Disclosure Schedules.

Indemnification Percentage means, with respect to each Seller, such Seller’s Fully Diluted Ownership Percentage.