Securityholder Indemnitee definition

Securityholder Indemnitee has the meaning set forth in Section 9.2(c).

Securityholder Indemnitee means the Securityholders and each of their respective Affiliates, and each of their respective partners, stockholders, members, officers, directors, employees, agents, representatives, successors and assigns (which, for the avoidance of doubt, shall exclude the Company).

Examples of Securityholder Indemnitee in a sentence

• If either a Parent Indemnitee, on the one hand, or a Securityholder Indemnitee, on the other hand, shall have a claim for indemnification hereunder (the “Indemnitee”) for any claim other than a claim asserted by a third party, the Indemnitee shall, as promptly as is practicable, give written notice to the party from whom indemnification is sought (the “Indemnitor”) of the nature and, to the extent practicable, a good faith estimate of the amount, of the claim.

• The representations and warranties made by Purchaser, Merger Sub I and Merger Sub II shall survive the Closing and shall expire on the Termination Date; provided, however, that if, at any time prior to the Termination Date any Securityholder Indemnitee delivers to Purchaser a Claim Notice, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved pursuant to this Article 6.

• In addition, upon written request of such Securityholder Indemnitee, Sprint shall assume the carriage of the defense of any such claim or proceeding.

• Except as provided in Section 7.1(c), the representations and warranties made by Purchaser and Merger Sub shall survive the Closing and shall expire on the Termination Date; provided, however, that if, at any time prior to the Termination Date any Securityholder Indemnitee delivers to Purchaser a Claim Notice, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved pursuant to this Article 7.

• The representations and warranties made by Purchaser and Merger Sub shall survive the Closing and shall expire on the Termination Date; provided, however, that if, at any time prior to the Termination Date any Securityholder Indemnitee delivers to Purchaser a Claim Notice, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved pursuant to this Article 6.

• The Shareholders own a majority of outstanding shares of capital stock of RTI.

• In the event of the assertion of any Indemnification Claim for which, by the terms hereof, Parent or Purchaser is obligated to indemnify a Securityholder Indemnitee, notice thereof shall promptly be given to Parent and Parent will have the right, at Parent’s expense, to assume the defense of same.

• In the event that any Securityholder Indemnitee shall receive written notice of any claim or proceeding against such Securityholder Indemnitee that, if successful, might result in a claim under this Section 7.2, such Securityholder Indemnitee shall give Sprint prompt written notice of such claim or proceeding and shall permit Sprint to participate in the defense of such claim or proceeding by counsel of Sprint's own choosing and at the expense of Sprint.

• Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Securityholder Indemnitee and shall survive the transfer of such securities by such holder of Registrable Securities.

• If Party A and Party B shall resolve such dispute, such resolution shall be binding on Party B and Party A and any other Parent Indemnified Person and Securityholder Indemnitee, as applicable, and a settlement agreement shall be signed by Party A and Party B and sent to the Escrow Agent, who shall, upon receipt thereof, if applicable, release Escrowed Shares and Escrowed Cash from the Escrow Account in accordance with the specific instructions provided in such agreement, subject to Section 7(e).