Examples of Stockholder Indemnified Person in a sentence
Such selling Stockholder shall reimburse any Stockholder Indemnified Person for any legal fees incurred in investigating or defending any claim or proceeding from which Damages may result.
No selling Stockholder shall be required to indemnify any Stockholder Indemnified Person against any Damages arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any Damages which arise out of the failure of any Stockholder Indemnified Person to deliver a prospectus as required by the Securities Act.
The Escrow Agent shall hold and safeguard the Escrow Fund until the Termination Date, provided that if the Escrow Agent has received from any Stockholder Indemnified Person a Claim Notice setting forth a claim that has not been resolved by the Termination Date, then the Escrow Agent shall hold and safeguard the Escrow Fund until the claim has been resolved and the Escrow Fund released in accordance with this Agreement.
Notwithstanding the other provisions of this Section 9, the Parent shall not be obligated to indemnify any Stockholder Indemnified Person with respect to any claim for Damages pursuant to Section 9.2(b) unless and until the aggregate amount that the Stockholder Indemnified Persons are entitled to receive in the absence of this clause exceeds $42,000 (the “Parent Basket”).
The Stockholders Representative, in the case the Indemnified Party is a Purchaser Indemnified Person, and the Purchaser, in the case the Indemnified Party is a Company Stockholder Indemnified Person, as applicable, shall have a period of thirty (30) days within which to respond to such Indemnification Notice.
Any such arbitration shall be held in (i) Santa Clara or San Mateo County, California if commenced by Purchaser or a Xxxxhaser Indemnified Person or (ii) in Buffalo, New York, if commenced by a Stockholder Indemnified Person, under the commercial rules then in effect of the American Arbitration Association.
The rights of the Parent Indemnified Persons and the Stockholder Indemnified Persons under this ARTICLE VIII are cumulative, and each Parent Indemnified Person and Stockholder Indemnified Person shall have the right in its sole discretion to enforce any provision of this ARTICLE VIII without regard to the availability of any other remedy under any other provision of this Agreement.
All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by Stockholders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed to Stockholders’ Representative.
None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties hereto and their respective successors and assigns (if any), except that the provisions set forth in Section 9 also shall be for the benefit of, and enforceable by the Stockholder Representative and any Stockholder Indemnified Person, any Parent Indemnified Person and their respective their successors and assigns (if any).
This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of a Company Stockholder Indemnified Person and will survive the transfer of the shares of Parent Common Stock by the Company Stockholders under Section 7.5(g) of this Agreement.