Special Indemnity Matters definition

Special Indemnity Matters means [***];

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

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

Examples of Special Indemnity Matters in a sentence

• Section 8106(c) expire at 11:59 p.m. Boston time on the date that is three (3) Business Days following the settlement or final adjudication of the First Special Indemnity Matters, and (ii) the right for any Indemnified Party to be indemnified pursuant to the Second Special Indemnity Sections shall pursuant to 10 Del.

• 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.

• If and only to the extent the Indemnity Escrow Account has been exhausted or disbursed, the Purchaser Indemnified Parties may thereafter pursue recovery for the Special Indemnity Matters directly against the Sellers, subject to the other applicable limitations under this Article IX (including Section 9.6(a)(iii)).

• Notwithstanding anything to the contrary contained in this Agreement, any compromise or settlement of any Claims related to the Special Indemnity Matters (A) involving Damages in the Primary Layer may be effected with the consent of a majority of the members of the Special Committee; and (B) involving Damages in or in excess of the Secondary Layer may be effected by Seller and/or Parent, in their sole discretion, after consultation with Purchaser.

• 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.

More Definitions of Special Indemnity Matters

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

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

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).

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

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

Special Indemnity Matters means the indemnities described in Sections 7.3(1)(b), 7.3(2)(b), 7.3(2)(c), 7.3(2)(e) and 7.3(2)(f), other than in respect of Vendor-Specific Fundamental Representations and Vendors' Target Entity Representations.

Special Indemnity Matters. Special Indemnity Matters" shall mean the following: