Shareholder Indemnified Person definition

Shareholder Indemnified Person has the meaning given such term in Section 10.3 of this Agreement.
Sample 1Sample 2Sample 3
Shareholder Indemnified Person shall have the meaning set forth in Section 3.01(a).
Sample 1Sample 2Sample 3
Shareholder Indemnified Person shall have the meaning as set forth in Section 7.6(f)(i) of the Agreement.
Sample 1

Examples of Shareholder Indemnified Person in a sentence

  • The indemnity in this Section 4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of any Shareholder Indemnified Person.

  • The indemnity in this Section 2(a) shall remain in full force and effect regardless of any investigation made by or on behalf of such Shareholder Indemnified Person and shall survive the transfer of such Subject Common Shares by the Shareholder.

  • The indemnity in this Section 5.1 shall remain in full force and effect regardless of any investigation made by or on behalf of any Shareholder Indemnified Person.

  • All amounts owed by Parent to a Shareholder Indemnified Person under this Article IX shall be paid in shares of Parent Stock.

  • The Company shall reimburse each such Shareholder Indemnified Person for any out-of-pocket legal or any other expenses actually and reasonably incurred by it in connection with investigating or defending such Losses.

  • Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Shareholder Indemnified Person and shall survive transfer of such securities by such seller.

  • Target Shareholder Indemnified Person shall act in good faith and in a commercially reasonable manner to mitigate any Damages he may suffer.

  • Notwithstanding the foregoing, no Shareholder Indemnified Person shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by the Shareholders under the relevant registration statement exceeds the amount of any damages that such a Shareholder Indemnified Person has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

  • The rights of each Parent Indemnified Person and Shareholder Indemnified Person under this Article IX are cumulative, and each Parent Indemnified Person and Shareholder Indemnified Person will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this Article IX without regard to the availability of a remedy under any other provision of this Article IX.

  • There shall be no termination of any representation or warranty as to which a claim has been asserted by an Indemnified Party or by a Shareholder Indemnified Person prior to the termination of such survival period.


More Definitions of Shareholder Indemnified Person

Shareholder Indemnified Person means the Shareholders and each of their respective Affiliates, and their respective officers, directors, employees, agents and representatives; provided, that in no event shall Parent or MergerCo be deemed a Shareholder Indemnified Person.
Sample 1
Shareholder Indemnified Person has the meaning set forth in Section 10.1(b).
Sample 1
Shareholder Indemnified Person shall have the meaning ascribed thereto in Section 8.1(b);
Sample 1
Shareholder Indemnified Person has the meaning set forth in Section 10.1(b). “Shareholders’ Agent Fund” shall mean $100,000. “Straddle Period” has the meaning set forth in Section 7.10(a). “Subsidiary” means any entity in which another party directly or indirectly owns, beneficially or of record, at least 50% of the outstanding equity or financial interests of such entity. “Tax” and “Taxes” have the meanings set forth in Section 3.21(a). “Tax Contest” has the meaning set forth in Section 7.10(c). “Taxing Authority” means a Governmental Entity responsible for the administration, determination, assessment and collection of Taxes. “Technology” means (a) proprietary information or materials, including records, improvements, modifications, techniques, assays, processes, methods, utilities, formulations, compositions of matter, articles of manufacture, materials (including chemical or biological materials), creation, discovery or findings, designs, protocols, formulas, data (including physical data, chemical data, toxicology data, animal data, raw data, clinical data, and analytical and quality control data), dosage regimens, control assays, product specifications, marketing, pricing and service costs, algorithms, technology, forecasts, profiles, strategies, plans, results in any form whatsoever, know-how, and Trade Secrets (in each case, whether or not patentable, copyrightable, or otherwise protectable), (b) any physical embodiments of any of the foregoing, and (c) all works of authorship (including software, firmware and middleware in source code and executable code form, architecture, databases and the contents thereof, plugins, libraries, APIs, interfaces, algorithms, models, reference designs, and related documentation). “Third Party Claim” has the meaning set forth in Section 10.1(e)(i) “Threshold” has the meaning set forth in Section 10.1(e)(i). “Trade Secrets” means all know-how and all proprietary, confidential and non-public information, however documented, which constitute trade secrets within the meaning of Applicable Law.
Sample 1

Related to Shareholder Indemnified Person

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Holder Indemnified Party is defined in Section 4.1.

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Investor Indemnified Party is defined in Section 4.1.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).