SHLX Indemnified Parties has the meaning ascribed to such term in Section 8.1.

SHLX Indemnified Parties has the meaning ascribed to such term in Section 8.1. 7 “SHLX Material Adverse Effect” means a material adverse effect on or a material adverse change in the ability of any of the Purchasers to perform its respective obligations under this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. “SPLC” has the meaning ascribed to such term in the preamble. “SPLC Closing Certificate” has the meaning ascribed to such term in ‎Section 7.1(a). “SPLC Permits” has the meaning ascribed to such term in Section 3.9. “Tax” means any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, capital stock, profits, margin, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social security, disability, excise, severance, registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add on minimum, estimated or other similar taxes, duties, levies, customs, tariffs, imposts or assessments (including public utility commission property tax assessments) imposed by any Governmental Authority, together with any interest, penalties or additions thereto payable to any Governmental Authority in respect thereof or any liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person. “Tax Return” means any return, declaration, report, statement, election, claim for refund or other written document, together with all attachments, amendments and supplements thereto, filed with or provided to, or required to be filed with or provided to, a Governmental Authority in respect of Taxes. “Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums. “Transaction” has the meaning ascribed to such term in the ...

Examples of SHLX Indemnified Parties in a sentence

Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder, except for express language with respect to SHLX Indemnified Parties and the SPLC Indemnified Parties contained in the indemnification provisions of Article VIII.
In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 and Section 8.3 exceed 20% of the Consideration (the “Ceiling Amount”).
Further, if entitled to indemnification under this Section 8.1, the SHLX Indemnified Parties may, subject to the other limitations set forth in this Agreement, including this Article VIII, seek indemnification from any one or more of the Sellers.
In no event shall the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Sixty-Three Million Dollars ($63,000,000) (the “Ceiling Amount”).
In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed One Hundred Twenty-Two Million Dollars ($122,000,000) (the “Ceiling Amount”).
In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Forty-Four Million Eight Hundred Thousand Dollars ($44,800,000) (the “Ceiling Amount”).
Nothing in this Agreement, express or implied, 33 is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder, except for express language with respect to SHLX Indemnified Parties and the Seller Indemnified Parties contained in the indemnification provisions of Article VIII.

Related to SHLX Indemnified Parties

Seller Indemnified Parties has the meaning set forth in Section 8.1.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Indemnified Parties has the meaning set forth in Section 8.2.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Company Indemnified Persons has the meaning set forth in Section 5(a).
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
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 Parties has the meaning set forth in Section 7(a).
Seller Indemnitees has the meaning set forth in Section 8.03.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

SHLX Indemnified Parties definition

Filter & Search

Related Definitions

Related to SHLX Indemnified Parties