Indemnity Percentage definition

Indemnity Percentage has the meaning given in Section 9.6(b).

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Indemnity Percentage means, with respect to any Seller (excluding Newco), a fraction, expressed as a percentage, the numerator of which is the aggregate amount of cash proceeds paid to such Seller under this Agreement and the denominator of which is the aggregate amount of cash proceeds paid to all of the Sellers (excluding Newco) under this Agreement.

Indemnity Percentage shall have the meaning set forth in Section 30.02 hereof.

Examples of Indemnity Percentage in a sentence

• Acquiror shall bear the Acquiror Indemnity Percentage of any Indemnifiable Damages with respect to Covered Taxes that arise after the Tax Indemnity Calculation Date, up to the amount of the Acquiror Remaining Refund, and the Company Securityholders shall bear the remainder in accordance with the terms of this Article VIII.

• Any amount payable by Buyer to the Holders under this Article 9 shall be paid to the Holders in proportion to each such Holder’s Indemnity Percentage.

• Notwithstanding anything to the contrary contained herein, no Seller shall be liable for more than its Applicable Indemnity Percentage of any Loss subject to indemnification under Sections 9.1(a)(i), 9.1(a)(ii), Section 9.1(a)(v), Section 9.1(a)(vi) or Section 9.1(a)(vii).

• Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of each Selling Stockholder under this Article 9 for indemnification shall be an amount equal to such Selling Stockholder's Indemnity Percentage multiplied by the Aggregate Merger Consideration received by all Selling Stockholders hereunder.

• For purposes of clarity, it is expressly understood and agreed by the Parties that in no event shall the liability of the ▇▇▇▇▇▇ Seller Parties as a group, the liability of the Fidelity Charitable Gift Fund, or the liability of the ▇▇▇▇▇ Seller Parties as a group, for any Taxes or Losses of Purchaser Indemnified Persons under this Section 7.3 exceed their respective Seller Indemnity Percentage of such Taxes or Losses.

More Definitions of Indemnity Percentage

Indemnity Percentage means, in respect of any Holder, the proportion that (i) the aggregate Per-Share Merger Consideration, Directly Exercisable Warrant Consideration and Option Consideration payable to such Holder bears to (ii) the Aggregate Purchase Price; provided that, for purposes of calculating the Indemnity Percentage of any Holder, the numerator shall exclude the aggregate Merger Preference payable to such Holder in respect of such Holder’s Preferred Shares and/or Directly Exercisable Warrants exercisable for Preferred Shares, as applicable, and the denominator shall exclude the aggregate Merger Preference payable to all Holders in respect of the Preferred Shares and/or Directly Exercisable Warrants exercisable for Preferred Shares, as applicable.

Indemnity Percentage means the aggregate economic interest of Buyer and its Affiliates in IPALCO from time to time (taking into account ownership of IPALCO Shares and Holdco Shares), expressed as a percentage. Any additional amounts paid pursuant to this Section 9.6(b) shall be disregarded for purposes of the limitations set forth in Section 9.3. Procedure for Indemnification with Respect to Direct Claims . Whenever any direct claim shall arise for indemnification under this Article IX, the Indemnified Party, after attaining knowledge of such claim, shall promptly notify the Indemnitor of the claim and, when known, the facts constituting the basis for such claim (such notice, a “Claim Notice”). If within thirty (30) days after receiving a Claim Notice the Indemnitor does not give written notice to the Indemnified Party that it contests such Claim Notice, then the amount of indemnity payable for such claim shall be as set forth in the Indemnified Party’s Claim Notice. If the Indemnitor contests such indemnity, the Parties shall attempt in good faith to reach an agreement with regard thereto within thirty (30) days of delivery of the Indemnitor’s notice objecting to the

Indemnity Percentage means, with respect to each Seller, the percentage that portion of the Aggregate Merger Consideration received by such Seller under this Agreement represents of the sum of the Aggregate Merger Consideration received by all Sellers under this Agreement and the aggregate consideration received by all Selling Stockholders (as defined therein) under the Merger Agreement at the Closing and the closing of the transactions contemplated by the Merger Agreement.

Indemnity Percentage means for each Seller, the amount, shown as a percentage, calculated in accordance with Section 2.2(a) of Sellers’ Disclosure Letter.

Indemnity Percentage means, as of any time of determination, the product of (i) the quotient of (A) the aggregate number of Restricted Securities then held by the Holder (or if as of such time the Holder’s employment with EVA and its Affiliates has been terminated the aggregate number of EVA securities that were, as of such termination of employment, Restricted Securities retained by the Holder without restriction pursuant to Section 2.2 of this Agreement (the “Retained Securities”)), divided by (B) the sum of (x) the aggregate number of Restricted Securities then held by the Holder (or, if applicable, the Retained Securities) plus (y) the aggregate number of restricted securities then held by all other employees of EVA or its Affiliates pursuant to their respective management Restricted Securities Agreements plus (z) the aggregate number of Retained Securities (as defined in each other management Restricted Securities Agreement) then held by former employees of EVA or its Affiliates pursuant to all other management Restricted Securities Agreement, multiplied by (ii) 6.2%.

Indemnity Percentage means 78.76% for J▇▇▇ ▇▇▇▇▇▇▇, M.D. and 21.24% for M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.

Indemnity Percentage means a fraction (expressed as a percentage), the numerator of which is the number of shares of New PCI Common Stock held by such person on the date when payment of Seller Losses is to be made hereunder plus (i) the number of shares issuable upon the exercise in full of any warrants to purchase New PCI Common Stock, if any, and (ii) any equity securities of New PCI issued pursuant to Section 11 hereof held by such person on the date of payment of the claim under this Section 13 (whether or not exercised), in each case as adjusted to reflect any stock splits, stock dividends or other recapitalizations and the denominator of which is the number of shares of New PCI Common Stock outstanding plus the number of shares of New PCI Common Stock issuable upon the exercise in full of any such warrants which have not then been exercised.