Indemnification Share definition

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, 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 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

  • The Indemnifying Persons shall severally and pro rata, in accordance with their respective Proportionate Indemnification Share, indemnify the Stockholders’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder (the “Agent Expenses”).

  • In all events (other than as expressly limited to RSI's Indemnification Share in Section 4(a)(X)), 100% of the entire amount of Losses under Sections (4)(a)(X) and 4(a)(Y) shall be paid to the applicable RSI Indemnitees.

  • The indemnification amount to be paid in respect of Company Level Losses under Section 4(b)(Z) is limited to the Shareholders' Indemnification Share thereof and the indemnification amount to be paid under Section 4(b)(ZZ) or 4(b)(ZZZ) shall not be limited in any respect.

  • 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.

  • Notwithstanding anything contained in this Agreement to the contrary, except as specifically provided in this Section 10.8, the obligation of each Stockholder with respect to the payment of any amount to any Indemnified Buyer Party for any matter subject to this Section 10 shall be several in proportion to such Stockholder’s respective Indemnification Share and not joint.

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  • 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, however, 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 Section 2.1(b) (including amounts receivable in respect of Earnout Amounts that may become due and payable).

  • In the event that the Stockholders Representatives has not used the entire Rep Reimbursement Amount at such time as the Set-Off Period expired, any remaining amount shall be distributed by the Paying Agent to the Company Stockholders pro rata to their respective Proportionate Indemnification Share in accordance with the terms of the Paying Agent Agreement and the Final Payment Spreadsheet.

  • In all events (other than as expressly limited to RSI’s Indemnification Share in Section 4(a)(X)), 100% of the entire amount of Losses under Sections (4)(a)(X) and 4(a)(Y) shall be paid to the applicable RSI Indemnitees.


More Definitions of Indemnification Share

Indemnification Share means the Indemnification Share of each Equityholder as set forth on the Equityholders Schedule; it being understood that the sum of the Indemnification Shares of the Equityholders shall equal 100%.
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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 Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • 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 Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • 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, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

  • 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 9.2(b).

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

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

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • 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.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

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

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