Securityholder Indemnified Parties definition

Securityholder Indemnified Parties means the Securityholders and their respective Affiliates.

Securityholder Indemnified Parties has the meaning provided in Section 9.1(b)(i).

Securityholder Indemnified Parties has the meaning specified in Section 8.2.

Examples of Securityholder Indemnified Parties in a sentence

• Notwithstanding anything to the contrary in the foregoing, in no event shall Parent be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for the Securityholder Indemnified Parties in connection with any one Proceeding or separate but similar or related Proceedings in the same jurisdiction arising out of the same general allegations or circumstances.

• Counsel for the Indemnified Parties shall be selected as follows: counsel for the Company Indemnified Parties shall be selected by the Company, counsel for the Selling Securityholder Indemnified Parties shall be selected by Wells Fargo, Xxxxxx and Xxxxxx Xxxxxxx and counsel for the Underwriter Indemnified Parties shall be selected by the Representatives.

• If the Return Notice does not contest the Demand, or if no Return Notice is delivered to the Claiming Party by the expiration of the Indemnity Notice Period, then, (i) with respect to a Demand made by Parent, payment shall be made in the order and priority set forth in Section 7.2, and (ii) with respect to a Demand made by the Securityholder Indemnified Parties, payment shall be made in accordance with Section 7.3(b).

• Except for the Purchaser Indemnified Parties and for the Securityholder Indemnified Parties, the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties (including in accordance with Section 2.9, the Securityholders) and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns.

• Except as otherwise set forth herein, this Agreement and its provisions are for the sole benefit of the Parties to this Agreement, the Parent Indemnified Parties, the Company Securityholder Indemnified Parties, the Company Securityholders and the D&O Indemnified Persons and their respective successors and permitted assigns and shall not confer any rights or remedies upon any Person.

• The Parties agree that after the Closing, the exclusive remedies of the Purchaser Indemnified Parties and the Securityholder Indemnified Parties for any Losses based upon, arising out of or otherwise in respect of the matters set forth in this Agreement and the Transaction Documents are the indemnification obligations of the Parties set forth in this ARTICLE VIII or Section 6.

• Stockholder Representative, on its behalf and on behalf of the Company Securityholder Indemnified Parties, acknowledges and agrees that, after the Closing, the foregoing indemnification provisions in this Section 8 shall be the exclusive remedy of the Company Securityholder Indemnified Parties with respect to the Transactions.

• Accordingly, subject to paragraph (iv) of this Section 8.2(c), Securityholder Indemnified Parties shall not be able to seek indemnification pursuant to Section 8.2(b) for any amount of indemnifiable Losses in excess of the Parent Indemnification Amount.

• There is a choice on an acquisition-by- acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets.

• Parent will indemnify the Company Securityholder Indemnified Parties from and against any Losses that may be incurred by them under the WARN Act arising on or after the Closing as a result of any action or omission of the Surviving Corporation occurring on or after the Closing.

More Definitions of Securityholder Indemnified Parties

Securityholder Indemnified Parties are defined in Section 8.3.

Securityholder Indemnified Parties is defined in Section 8.3(a) of this Agreement. “Securityholder Representative” is defined in Section 9.9(a) of this Agreement. “Securityholders” means the Common Holders and the Common Warrant Holders. “Seller” is defined in Preamble of this Agreement. “Seller Fundamental Representations” means the representations and warranties contained in ARTICLE IV. “Seller Released Persons” is defined in Section 1.9(c). “Seller Releasing Parties” is defined in Section 1.9(c). “Seller Terminating Breach” is defined in Section 2.3(d) of this Agreement. “Selling Expenses” means the unpaid obligations of the Company for all legal and other expenses incurred in connection with the Transactions determined as of 12:01 a.m. Chicago time on the Closing Date (including any fees and expenses of (i) Xxxxxxx and (ii) certain other advisors of the Company); provided, however, that in no event shall Selling Expenses include, or be deemed to include, any Excluded Items; provided, further, however, that any Selling Expenses that would not otherwise be due until the Closing (e.g., success based fees and/or expenses) will be deemed to be incurred and unpaid as of 12:01 a.m. Chicago time on the Closing Date. “Significant Customer” is defined in Section 3.13(a) of this Agreement.

Securityholder Indemnified Parties shall have the meaning set forth in Section 6.2(c).

Securityholder Indemnified Parties shall have the meaning set forth in Section 9.4 of this Agreement.

Securityholder Indemnified Parties has the meaning set forth in Section 14.3(a).

Securityholder Indemnified Parties is defined in Section 6.3(c).