Shareholder Indemnified Persons definition
Examples of Shareholder Indemnified Persons in a sentence
The amount of the indemnification for any Claim which the Buyer Indemnified Persons and the Shareholder Indemnified Persons shall be entitled to receive pursuant to this Agreement shall be payable on demand and shall be determined after giving effect to any insurance recoveries, tax savings and recoveries from third parties.
In addition, from and after the Closing, the aggregate amount of Indemnified Losses that may be recovered by the Shareholder Indemnified Persons with respect to any claim related to the earnout contemplated by Section 1.13 may not exceed an amount equal to Twenty-Seven Million Six Hundred Forty-Two Thousand Dollars ($27,642,000.00).
The Parties hereby agree that there are no third party beneficiaries to this Agreement, other than (i) Parent Indemnified Persons and Shareholder Indemnified Persons and, (ii) with respect to Section 5.4, the Persons benefiting therefrom, who are expressly intended to be third party beneficiaries thereof and entitled to enforce their rights hereunder.
This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Shareholder Indemnified Persons and will survive the transfer of the Registrable Securities by the Shareholders under Article VIII of this Agreement.
The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to Shareholders or the Other Shareholder Indemnified Persons.
Each of the Shareholder Indemnified Persons waives, acknowledges and agrees that he, she or it shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation or Parent or any of their Affiliates in connection with any indemnification obligation or any other liability to which he, she or it may become subject under or in connection with this Agreement.
The indemnification provisions contained in this Article 7 shall be the sole remedy of the Shareholder Indemnified Persons against the Buyer for all Shareholder Claims.
Nothing in the foregoing sentence shall imply that, solely as a result of the terms of such sentence, the Shareholder Indemnified Persons assume any liability (including in excess of the cap referred to in such sentence) for matters referred to in clause (iii) of Section 11.2(a).
Parent shall not be liable to any Shareholder Indemnified Person for any claim under this Agreement unless the aggregate of Losses suffered by all Shareholder Indemnified Persons considered together exceeds $100,000, and then only to the extent of such excess.
On post-accident, the educational psychologists agreed that the minor child’s intellectual potential is estimated to fall in the below average range of intellectual functioning.