Shareholder Indemnity Claim definition

Shareholder Indemnity Claim means any action, suit, proceeding, hearing, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, damage, dues, penalty, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, expenses and fees, including court costs and attorneys' fees and expenses ("Losses") incurred by the UIHH Shareholder resulting from any breach of a representation, warranty or covenant (as such representation or warranty would read if all qualifications as to knowledge, materiality and Material Adverse Effect were deleted from it) of Parent or Merger Sub that is contained in this Agreement.

Shareholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever ("Losses") incurred by the CT Shareholders resulting from any breach of representation or warranty of Parent or Merger Sub that is contained in this Agreement.

Shareholder Indemnity Claim means a claim by the Buyer against the Seller in respect of the indemnity in clause 11.1.

Examples of Shareholder Indemnity Claim in a sentence

• For purpose of this Agreement, the term "Shareholder Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever ("Losses") incurred by the CT Shareholders resulting from any breach of representation or warranty of Parent or Merger Sub that is contained in this Agreement.

• In this sense, 10 years have passed since the indigenous peoples’ rights were recognised constitutionally, but the National State has not yet adopted the legislation needed on land rights and access to territory, nor has established a procedure to obtain legal ownership of the land, nor a method to establish and set territorial boundaries.

• Subject to the provisions of Section 10.5, in the event of the occurrence of an event which any party asserts constitutes a Sub Indemnity Claim or a Company Shareholder Indemnity Claim, as applicable, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.

• If by the First General Escrow Release Date, no Notice of Claim has been given by the Buyer to the Seller in respect of a Shareholder Indemnity Claim, the parties shall as soon as reasonably practicable instruct the Escrow Agent to pay the First General Escrow Release Amount out of the Escrow Account on the First General Escrow Release Date to the Seller’s Solicitors’ Account or such other account as the Seller may notify to the Buyer.

More Definitions of Shareholder Indemnity Claim

Shareholder Indemnity Claim means any Losses arising out of, based upon or resulting from:

Shareholder Indemnity Claim shall have the meaning set forth in Section 8.1(c).

Shareholder Indemnity Claim has the meaning set forth in Section 8.2 below.

Shareholder Indemnity Claim means any Losses incurred by any Shareholder resulting from (i) any breach of any representation and warranty of Fundtech which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Fundtech which are contained in or made pursuant to the terms and conditions of this Agreement; and (iii) all interest, penalties, costs and expenses arising out of or related to any indemnification made under this Section 8.2.