Indemnification Share definition

Indemnification Share means, with respect to each Stockholder, the percentage set forth opposite such Stockholder’s name on Exhibit D. “Indemnified Buyer Party” is defined in Section 10.1.
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Indemnification Share means, with respect to each Stockholder, the percentage set forth opposite such Stockholder’s name on Exhibit D.
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Indemnification Share means the amount, expressed as a percentage, set forth across from each Seller’s name on Schedule 7.3(b)(ii).
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Examples of Indemnification Share in a sentence

  • In the case of claims related to any Fundamental Matter, each Effective Time Holder shall be liable for such holder’s Pro Rata Indemnification Share of the amount of any Damages resulting therefrom; provided, h owever, that such liability shall be limited to 100% of the portion of the Total Merger Consideration that such Effective Time Holder actually receives pursuant to S ection 2.1(b) (including amounts receivable in respect of Earnout Amounts that may become due and payable).

  • On or promptly after the Expiration Date, the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to pay to each Seller by wire transfer of immediately available funds, to an account designated in writing by such Seller, such Seller’s Pro Rata Indemnification Share of the funds remaining in the Indemnity Escrow Account (if any), l ess any portion thereof that is subject to a pending claim pursuant to A rticle V.

  • In the case of clause (ii) of the previous sentence, the Sellers shall be severally liable in accordance with their respective Pro Rata Indemnification Share of such Escrow Shortfall Amount to the Purchaser.

  • Upon final resolution of any such unresolved claim in respect of which amounts had been retained (to the extent not utilized to satisfy such unresolved claims), the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to pay such retained amounts to each Seller based on such Seller’s Pro Rata Indemnification Share in accordance with the preceding sentence.

  • With respect to any claim for indemnification pursuant to this A rticle V, no Seller shall be required to pay more than such Seller’s Pro Rata Indemnification Share of the applicable Loss, and in no event shall the aggregate maximum liability of any Seller for claims for indemnification pursuant to this A rticle V exceed the amount of the Purchase Price paid to such Seller.


More Definitions of Indemnification Share

Indemnification Share means the Indemnification Share of each Equityholder as set forth on the Equityholders Schedule.
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Indemnification Share means, with respect to each Seller, a fraction as set forth on the attached Schedule of Sellers, which for each Seller together with such Seller's Affiliates who are Sellers, shall be equal to the aggregate Pro Rata Share of such Seller and its Affiliates which are Sellers. If any Seller's Indemnification Share is zero, such Seller shall be deemed to not have been allocated any Indemnification Share for purposes of this Agreement.
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Related to Indemnification Share

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • 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.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

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

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

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.