Shareholder Indemnified Person definition

Shareholder Indemnified Person shall have the meaning set forth in Section 3.01(a).

Shareholder Indemnified Person has the meaning given such term in Section 10.3 of this Agreement.

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.

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.

• 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.

• 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.

• Notwithstanding the foregoing, an Indemnified Person or Shareholder Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $200,000; PROVIDED, HOWEVER, that once the aggregate amount of Damages of Indemnified Persons or Shareholder Indemnified Persons exceed such threshold amount, then the Indemnified Persons or Shareholder Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold.

• 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.

• In the event that a TALX Indemnified Person or a Shareholder Indemnified Person seeks indemnification hereunder, such Person seeking indemnification (the "Indemnified Party") shall give written notice to the Indemnifying Party specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted.

• Buyer may, in its sole discretion (at any time and from time to time), reduce any amount owed by Buyer or one of its Affiliates to any Shareholder Indemnified Person under this Agreement (whether pursuant to this Article VII or otherwise) by all or part of any amount owed by the Shareholders to Buyer or one of its Affiliates under this Agreement (whether pursuant to this Article VII or otherwise).

• In seeking to collect the amount of any Shareholder Claim with respect to which a Shareholder Indemnified Person is entitled to indemnification hereunder, the Shareholder shall first give the Buyer written notice of such Shareholder Claim (“Shareholder Indemnification Notice”).

More Definitions of Shareholder Indemnified Person

Shareholder Indemnified Person has the meaning set forth in Section 10.1(b).

Shareholder Indemnified Person shall have the meaning as set forth in Section 7.6(f)(i) of the Agreement.

Shareholder Indemnified Person shall have the meaning ascribed thereto in Section 8.1(b);

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.