Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.
Dissenting Share has the meaning set forth in Section 2.6 below.
Dissenting Shares has the meaning set forth in Section 3.3.
Dissenting Shareholders has the meaning set forth in Section 2.06.
Dissenting Stockholders shall have the meaning set forth in Section 3.3.
Section 510(b) Claim means any Claim against the Debtors arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.
Section 510(b) Claims means any Claim against a Debtor arising from rescission of a purchase or sale of an equity security of the Debtors or an Affiliate of the Debtors for damages arising from the purchase or sale of such an equity security or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Parent Indemnitees has the meaning set forth in Section 8.02.
Indemnity Escrow Amount means $5,000,000.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Buyer Losses shall have the meaning set forth in Section 8.2.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Indemnification Cap has the meaning set forth in Section 9.4(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Indemnity Cap has the meaning set forth in Section 8.4.3.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Excluded Shares has the meaning set forth in Section 2.1(b).
Dissenting Shareholder means a registered Company Shareholder who has duly and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder in accordance with the YBCA and the terms of the Interim Order;
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Closing Merger Consideration has the meaning set forth in Section 2.02
Purchaser Losses shall have the meaning set forth in Section 9.1(a).