Special Indemnity Matters definition

Special Indemnity Matters means [***];

Special Indemnity Matters has the meaning specified in Section 8.01(a)(vi).

Special Indemnity Matters means: (i) the inaccuracy or breach of: (A) any Company Fundamental Representation; or (B) any Supporting Shareholders Fundamental Representation; (ii) any claim of fraud, willful misconduct, intentional misrepresentation, willful breach; (iii) any claims pursuant to Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) or Section 9.2(g); (iv) any claims pursuant to Section 9.2(j) as it relates to (i), (ii) or (iii); (v) any Capped Special Indemnity Matters; and (vi) Section 9.3(b) or Section 9.3(c) as it relates to a breach of any Supporting Shareholders Fundamental Representation or the matters described in Section 9.3(b).

Examples of Special Indemnity Matters in a sentence

• Seller shall give written notice to Purchaser of any proposed final settlement or other final resolution (each, a "Settlement") of any of the Shared Special Indemnity Matters, at least ten (10) days prior to entering into any such Settlement, which notice (a "Settlement Notice") shall include a reasonably detailed description of all material terms and conditions of such Settlement.

• For the avoidance of doubt, once the Cap for Damages has been reached, the Purchaser Indemnified Parties shall only be entitled to the benefit of the indemnity with respect to the Special Indemnity Matters for an amount equal to the difference between the Special Indemnity Cap and the Cap.

• In the event the Purchase is consummated, except in the event of actual fraud or intentional misrepresentation (which is further addressed below in this paragraph), resort to the Warranty Escrow Fund shall be the sole and exclusive remedy of the Acquiror Indemnified Persons for any Damages resulting from breaches of representations and warranties and Special Indemnity Matters other than the representations and warranties in Section 3.

• In no event shall Section 8.14 hereof be deemed to conflict with any provision of the Principal Agreement and, therefore, Section 8.14 shall be the sole governing provision with respect to Special Indemnity Matters (as hereafter defined).

• Except for Excluded and Special Indemnity Matters, the representations and warranties of the Target Companies, Seller and Purchaser contained in this Agreement shall terminate and be of no further force and effect at and following the Closing.

More Definitions of Special Indemnity Matters

Special Indemnity Matters is defined in Section 9.2(b)(iii).

Special Indemnity Matters shall have the meaning set forth on Schedule 9.14(f).

Special Indemnity Matters has the meaning set forth in Section 6.8(c).

Special Indemnity Matters shall have the meaning set forth in Section 6.2(f).

Special Indemnity Matters means the indemnification matters set forth in Subsection 10.1(a)(vii).

Special Indemnity Matters means the following:

Special Indemnity Matters has the meaning set forth in Section 9.2(a).