Shareholder Indemnified Persons definition

Shareholder Indemnified Persons has the meaning set forth in Section 9.3.

Shareholder Indemnified Persons is defined in Section 8.3.

Shareholder Indemnified Persons has the meaning set forth in Section 8.2(b) of this Agreement.

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.

• 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.

• 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 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.

• The Shareholder Indemnified Persons shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer.

• 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.

• 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 $50,000, and then only to the extent of such excess.

• Any Losses for which any of the Acquiror Company Indemnified Persons or Shareholder Indemnified Persons, as applicable, are entitled to indemnification under this Section X shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or 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.

• 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 $250,000, and then only to the extent of such excess.

More Definitions of Shareholder Indemnified Persons

Shareholder Indemnified Persons means Fimalac, Seller and each of their respective Affiliates as well as their respective directors, officers, employees and agents.

Shareholder Indemnified Persons means (i) the Company Shareholders; (ii) each of the Company Shareholders’ Affiliates, assigns and successors in interest; and (iii) with respect to the Persons set forth in clauses (i) and (ii), each of their respective stockholders, members, partners, directors, officers, employees and representatives.

Shareholder Indemnified Persons shaxx xxxe the meaning set forth in Section 8.3.

Shareholder Indemnified Persons has the meaning set forth in Section 11.3.

Shareholder Indemnified Persons has the meaning given to such term in Section 6.2;

Shareholder Indemnified Persons means and includes the Shareholder and ------------------------------- his personal representatives, estates and heirs.