Securityholder Indemnified Persons definition
Examples of Securityholder Indemnified Persons in a sentence
Each of the Company and Optionholder acknowledges and agrees that Buyer, its successors, legal representatives and permitted assigns, the Released Parties, Securityholder Indemnified Persons (other than Optionholder), and the Buyer Indemnified Persons are express third party beneficiaries of this Agreement.
Except as expressly set forth in this Agreement (including Section 6.16 and Article XI, which, without limiting its terms, is intended as a stipulation for the irrevocable benefit of the Parent Indemnified Persons and the Securityholder Indemnified Persons), neither this Agreement nor any of the provisions herein is intended to confer upon any Person other than the Parties (and their successors and assigns as permitted by Section 14.6) any rights or remedies hereunder.
The Losses of the Securityholder Indemnified Persons described in this Section 8.3 as to which the Securityholder Indemnified Persons are entitled to indemnification are hereinafter collectively referred to as “Securityholder Indemnification Claims”.
The Parties acknowledge to the Parent Indemnified Persons and the Securityholder Indemnified Persons their direct rights against the applicable Person(s) under Article XI, which are intended for the benefit of, and shall be enforceable by, each such Parent Indemnified Person and Securityholder Indemnified Person, as applicable.
For purposes of this Article 8, the Representative has the full authority to act on behalf of the Securityholders, the Significant Securityholders and the Securityholder Indemnified Persons as either an Indemnifying Party or the Indemnified Party, provided that as set forth in this Agreement, Parent shall be deemed to have given notice to all Securityholders and Significant Securityholders pursuant to giving notice to the Representative.
The maximum aggregate amount which Securityholder Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(b)(i) (other than for breaches or inaccuracies of the Buyer Fundamental Representations) and Section 9.2(b)(ii) (other than for willful or intentional breach) shall be an amount equal to the Indemnity Escrow Amount.
Neither Parent, Merger Sub, the Surviving Corporation or any Parent Indemnified Person shall have any liability with respect to Losses that are indemnifiable under Section 8.3(a) of this Agreement to the Securityholder Indemnified Persons in excess of the Escrow Amount.
Notwithstanding the foregoing, from and after the Closing, each of ARTICLE II, Section 3.2(g), ARTICLE VIII, this ARTICLE IX and ARTICLE X are made for the benefit of the Securityholder Indemnified Persons, acting through the Representative.
From and after the Closing, the Representative shall be entitled to enforce such provisions and to avail itself of the benefits of any remedy for any breach of such provisions for the benefit of the Securityholder Indemnified Persons.
Except for indemnification for Fraud, the maximum and aggregate amount of Losses a Securityholder Indemnified Persons may recover from the Purchaser hereunder, shall be the amount such Securityholder Indemnified Person is entitled to receive under the Closing Statement, as modified and determined to be final and binding in accordance with section 2.9.6, solely to the extent that such amount has not then been paid by the Purchaser.