Parent Indemnifiable Losses definition

Parent Indemnifiable Losses has the meaning set forth in Section 7.2(a).
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Examples of Parent Indemnifiable Losses in a sentence

  • For the avoidance of doubt, the aggregate liability of the Securityholders pursuant to this Article 8 with respect to all Parent Indemnifiable Losses based upon, arising out of or caused by a breach of the Capitalization Representations, Tax Representations and the representations and warranties forth in Section 4.5(d) shall not be limited under this Section 8.3(b).

  • Notwithstanding the foregoing, if, in connection with the conduct of the defense of any Third Party Claim by the Representative pursuant to Section 7.5, any Parent Indemnitee incurs any Parent Indemnifiable Losses, each such Parent Indemnitee shall have the rights and responsibilities set forth in Section 7.4(a) and Section 7.4(b) above with respect to the Parent Indemnifiable Losses incurred by such Parent Indemnitee in connection with such Third-Party Claim.

  • Escrow Account shall be the Parent Indemnitees sole recourse in respect of any Parent Indemnifiable Losses.

  • For the avoidance of doubt, the aggregate liability of each Founder with respect to all Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Capitalization Representations or arising under Section 7.2(a)(iv) shall not be limited.

  • To the extent that any Parent Indemnifiable Losses are paid, the Escrowed Shares, shall be valued at the closing price for the Parent’s Common Stock as of the first Business Day prior to the date on which such Escrowed Shares are delivered to Parent in satisfaction and discharge of such Parent Indemnifiable Claim.

  • To the extent that any Parent Indemnifiable Losses are paid by the delivery of Escrowed Shares, such shares shall be valued at all times at the IPO Price.

  • No Losses incurred by any Parent Indemnified Party in connection a Third-Party Claim shall constitute Parent Indemnifiable Losses under this Article VII unless the Stockholders’ Representative shall have consented in writing to such settlement (which consent shall not be unreasonably conditioned, withheld or delayed).

  • As of the time Parent becomes required to indemnify Shareholders under any provision of this Agreement, in addition to any other right available to Parent hereunder at law or in equity, Parent shall, notwithstanding the foregoing provisions, be entitled to withhold from such payments to the Principal Shareholders an amount equal to the amount of all claims for Parent Indemnifiable Losses which have theretofore been finally resolved against Principal Shareholders but have not been paid.

  • Parent Indemnifiable Losses from any claims to which the Deductible Threshold does not apply shall not be considered in the calculation of the Deductible Threshold.

  • Stockholders shall not have any right of contribution against Parent or the Company with respect to any Parent Indemnifiable Losses.

Related to Parent Indemnifiable Losses

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

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

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

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.