Shareholder Indemnifiable Losses definition

Shareholder Indemnifiable Losses has the meaning set forth in Section 9.5 hereof.

Examples of Shareholder Indemnifiable Losses in a sentence

• Additionally, Buyer shall indemnify the Shareholders against all Shareholder Indemnifiable Losses arising under Section 5.2(b)(iii), which indemnification shall not be subject to the Liability Cap.

• No indemnification shall be payable with respect to Shareholder Indemnifiable Losses described in or arising under Section 8.3(b) except to the extent the cumulative amount of all such Shareholder Indemnifiable Losses exceeds One Hundred Thousand Dollars ($100,000) in the aggregate (the “Buyer Basket”), whereupon the total amount of such Shareholder Indemnifiable Losses (commencing from the first dollar) shall be recoverable in accordance with the terms hereof.

• Notwithstanding anything herein to the contrary, Shareholder Indemnified Parties shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Buyer Basket or any maximum amount of claims, whether pursuant to this Section 8.4 or otherwise, or any limitation as to time in seeking indemnification with respect to Shareholder Indemnifiable Losses described in or arising under Sections 8.3(a).

• No indemnification shall be payable to a Shareholder Indemnified Party with respect to any claim asserted after the Expiration Date which relates to the Shareholder Indemnifiable Losses described in or arising under Sections 8.3(b) and (c) (other than a breach of the covenants set forth in Sections 1.3(a)(ii), 1.4(c)(ii) and 5.5); provided that any claim for indemnification as to which notice has been given prior to the Expiration Date shall survive such expiration until final resolution of such claim.

• Notwithstanding the foregoing, claims asserted under Section 5.2(b)(i) for Shareholder Indemnifiable Losses arising from a breach of a Buyer’s Fundamental Representation and claims of fraud, willful misconduct or intentional misrepresentation shall not be subject to the Liability Cap.

• Buyer’s obligation to indemnify the Shareholder Indemnified Parties in respect of the Shareholder Indemnifiable Losses shall be limited, in the aggregate, to an amount equal to Two Million Four Hundred Thousand Dollars ($2,400,000) (other than with respect to Losses described in or arising under Section 8.3(a)).

• Buyer's obligation to indemnify the Shareholder Indemnified Parties in respect of the Shareholder Indemnifiable Losses described in or arising under Sections 8.3(b) and (c) (other than a breach of the covenants set forth in Sections 1.3(a)(ii), 1.4(c)(ii) and 5.5) shall be limited, in the aggregate, to an amount equal to Three Million Dollars ($3,000,000).

• With respect to indemnification arising under Section 6.2(b)(ii) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall indemnify the Shareholder Indemnitees for all Shareholder Indemnifiable Losses without regard to any cap or similar limitation.