Registration Indemnified Person definition

Registration Indemnified Person has the meaning set forth in Section 10.5(c) of this Agreement.
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Registration Indemnified Person has the meaning set forth in Section 7.18(a).
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Registration Indemnified Person has the meaning set forth in Section 7.18(a). "Registration Period" has the meaning set forth in Section 7.16(a). "Registration Statement" has the meaning set forth in Section 7.16(a). "RSUs" has the meaning set forth in Section 2.1. "SEC" shall mean the United States Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended. "Seller" or "Sellers" has the meaning set forth in the preamble. "Sellers' Representative" has the meaning set forth in the preamble. "Selling Holder Questionnaire" has the meaning set forth in Section 7.16(a). "Shares" has the meaning set forth in the Recitals. 6 "Stockholder" shall mean each holder of record of Capital Stock. "Stock Sale" has the meaning set forth in the Recitals. "Stock Sale Consideration" shall mean the total of the Closing Consideration and the Earn-Out Consideration, if any. "Subsidiary" shall mean an entity of which a party directly or indirectly owns, beneficially or of record, at least 50% of the outstanding equity or financial interests of such entity. "Tax Authority" means any Governmental Entity responsible for the imposition, determination or collection of any Tax or the review or audit of any Tax Return. "Tax Return" means any return (including any schedule or attachment and any information return), report, statement (including but not limited to Form TD F 90-22.1, if applicable), declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information (including any amendment thereof) filed with or submitted to, or required to be filed with or submitted to, any Tax Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with applicable law relating to any Taxes. "Tax" and collectively "Taxes" shall mean any and all U.S. federal, state and local, and all non-U.S., taxes, assessments and other governmental charges and duties, impositions, including taxes based upon or measured by gross receipts, gross income, net income, alternative or add-on minimum tax, gains, profits, sales, use, stamp, transfer, business and occupation, value added, customs duty, services, bulk sales, ad valorem, property taxes (real, tangible or intangible), unclaimed property, utility, telecommunications, franchise, capital stock, net worth, production, license, registration, fringe benefit, withholding, payroll, social se...
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Examples of Registration Indemnified Person in a sentence

  • No Registration Indemnifying Person, in the defense of any such claim or litigation, shall (except with the consent of each Registration Indemnified Person) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Registration Indemnified Person of a release from all liability in respect to such claim or litigation.

  • Each Registration Indemnified Person shall furnish such information regarding itself or the claim in question as a Registration Indemnifying Person may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

  • No Registration Indemnifying Person, in the defense of any such claim or litigation, must (except with the consent of each Registration Indemnified Person) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Registration Indemnified Person of a complete release from all liability in respect to such claim or litigation.

  • Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Person and shall survive the transfer of a Registration Indemnified Person's Stock Sale Consideration.

  • If such defense is so assumed, such indemnifying person shall not enter into any settlement without the consent of the Registration Indemnified Person if such settlement attributes liability to the Registration Indemnified Person and such indemnifying person shall not be subject to any liability for any settlement made without its consent.

  • Each Registration Indemnified Person must furnish such information regarding itself or the claim in question as a Registration Indemnifying Person may reasonably request in writing and as will be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

  • Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute 46 any amount in excess of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available.

  • However, the EPP Code Case for evaluation of creep-fatigue damage still requires the separate evaluation of creep damage and fatigue damage by placing a limit on the allowable combined damage, the “D” diagram based on the calculated individual damages.

  • Within a reasonable time after receiving definitive notice of any Registration Claim in respect of which a Registration Indemnified Person may seek indemnification under this Section 7.9, such Registration Indemnified Person shall submit written notice thereof to such Registration Indemnifying Person(s).

  • In addition, the omission of the Registration Indemnified Person so to notify the Registration Indemnifying Person(s) of any such Claim shall not relieve the Registration Indemnifying Person(s) from any liability it may have otherwise than hereunder.

Related to Registration Indemnified Person

  • 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.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

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

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

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

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Investor Indemnified Party is defined in Section 4.1.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

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

  • Holder Indemnified Party is defined in Section 4.1.

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

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

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

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

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

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

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

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

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

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.