Examples of Securityholder Indemnitees in a sentence
Parent Indemnitees and Securityholder Indemnitees who are not otherwise parties to this Agreement shall be third party beneficiaries of this Agreement.
Notwithstanding anything contained herein to the contrary, on the date that the aggregate amount paid to all Securityholder Indemnitees pursuant to this Article 9 equals $46,000,000, the Securityholder Indemnitees shall have no further rights to indemnification under Section 9.2(c).
The remedies provided in this ARTICLE 8 shall be the sole and exclusive remedies of the Purchaser Indemnitees and the Securityholder Indemnitees and their heirs, successors and permitted assigns after the Closing with respect to this Agreement and the Transactions including any breach or inaccuracy of any representation or warranty or violation of any covenant or agreement contained herein or in any certificate or instrument delivered pursuant to this Agreement.
The Parties acknowledge and agree that the same Loss may be subject to indemnification under more than one representation or warranty made by a Party; provided, however, that, in no event shall the Securityholder Indemnitees, on the one hand, or the Buyer Indemnitees, on the other hand, be entitled to duplicative recoveries for the same underlying Loss.
In the case of a claim by a Securityholder Indemnity, then the Securityholder Indemnitee(s) may recover the Damages against Parent in accordance with the terms of such memorandum.
All notices to be provided to the Securityholders as an Indemnitee or Indemnitor pursuant to this Section 8.2(d) shall be provided to the Securityholders’ Representative and the Securityholders’ Representative shall act on behalf of the Securityholder Indemnitees and any Securityholders that are Indemnitors under this Section 8.2(d).
With respect to the matters described in Section 10.03(a)(i), the aggregate maximum amount of Losses recoverable by the Securityholder Indemnitees shall in no event exceed the Cap; provided, that the foregoing limitation shall not apply to any indemnifiable Losses relating to or resulting from (i) breaches of the Fundamental Representations made by Buyer or Merger Sub or (ii) Fraud by Buyer or Merger Sub.
Notwithstanding anything to the contrary contained in this Agreement, no Securityholder or Securityholder Indemnitees shall make any claim for indemnification pursuant to Section 5.4 hereof, or pursuant to the constituent documents of the Company, with respect to any claim brought by any Parent Indemnitee against any Securityholder or relating to the Transactions or the Transaction Documents.
Each of the parties hereto acknowledges and agrees that from and after the Closing, the indemnification provisions in this Article VIII shall be the exclusive remedy of the Buyer Indemnitees and the Securityholder Indemnitees with respect to any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of or relating to this Agreement and the transactions contemplated hereby, except in the case of remedies for actual fraud.
Notwithstanding anything contained herein to the contrary, on the date that the aggregate amount paid to all Securityholder Indemnitees pursuant to this Article 9 equals the Escrow Amount, the Securityholder Indemnitees shall have no further rights to indemnification under Section 9.2(c).