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.
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.
Subject to the other limitations in this Article 9 (including the preceding sentences of this Section 9.2(h)(ii), the maximum aggregate amount which Securityholder Indemnified Persons may be entitled to receive pursuant to claims for indemnification under Section 9.2(b) shall be the merger consideration received by Securityholders under this Agreement.
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.
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”.
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.
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.
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.
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.
For purposes of this Article 8, the Representative has the full authority to act on behalf of the 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 pursuant to giving notice to the Representative.