SHLX Indemnified Parties definition

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.

• Further, if entitled to indemnification under this Section 8.1, the SHLX Indemnified Parties may seek indemnification from either SPLC or SOPUS, as applicable, but may recover an aggregate amount not to exceed the above specified percentage of the Damages and subject to all other limitations set forth in this Agreement, including Article VIII hereof.

• 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 Seller Indemnified Parties contained in the indemnification provisions of Article VIII.

• 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 Forty-Four Million Eight Hundred Thousand Dollars ($44,800,000) (the “Ceiling Amount”).

• 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”).

• 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 and SOPUS’s aggregate liability to SHLX Indemnified Parties under Section 8.1 exceed Thirty-Five Million Dollars ($35,000,000) (the “Ceiling Amount”).

• Fees of the external investment managers and custodian are contractually agreed in the respective mandates governing their appointments.