Stockholder Indemnity Claim definition

Stockholder Indemnity Claim has the meaning set forth in Section 12.2 ----------------------------- below.

Stockholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever incurred by the Stockholder resulting from (i) any breach of any representation and warranty of Acquisition and Xxxxxx which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Acquisition or Xxxxxx which are contained in or made pursuant to the terms and conditions of this Agreement; and (iii) all interest, penalties, costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.2.

Stockholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever incurred by the Stockholders resulting from (i) any breach of any representation and warranty of MLC or MAC which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of MLC or MAC which are contained in or made pursuant to the terms and conditions of this Agreement; and (iii) all interest, penalties, costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 12.2.

Examples of Stockholder Indemnity Claim in a sentence

• Subject to the provisions of Section 12.5 and Section 12.6, in the event of the occurrence of an event which any party asserts constitutes a MLC Indemnity Claim or a Stockholder Indemnity Claim, as applicable, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.

• Subject to the provisions of Section 12.5 and Section 12.9, in the event of the occurrence of an event which any Party asserts constitutes a CHP Indemnity Claim or a Stockholder Indemnity Claim, as applicable, such Party shall provide the indemnifying Party with prompt notice of such event and shall otherwise make available to the indemnifying Party all relevant information which is material to the claim and which is in the possession of the indemnified Party.

• Subject to the provisions of Section 12.5 and ------------------------ Section 12.6, in the event of the occurrence of an event which any party asserts constitutes a MLC Indemnity Claim or a Stockholder Indemnity Claim, as applicable, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.

• Subject to the provisions of Section 12.5, ---------------------- in the event of the occurrence of an event which any Party asserts constitutes a APF Indemnity Claim or a Stockholder Indemnity Claim, as applicable, such Party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.

• Upon receipt by the Escrow Agent of written instructions from Buyer stating that any Stockholder has paid any Buyer Indemnified Party the amount of any Stockholder Indemnity Claim in immediately available funds, the Escrow Agent shall disburse to such Stockholder Buyer Common Stock from the Escrow Assets owned by such Stockholder in the amount of such claim.

More Definitions of Stockholder Indemnity Claim

Stockholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever incurred by the Stockholders resulting from (i) any breach of any representation and warranty of the Purchaser which is contained in the Acquisition Agreements or any Schedule or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of the Purchaser which are contained in or made pursuant to the terms and conditions of the Acquisition Agreements; and (iii) all interest, penalties, costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 10.2.

Stockholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever incurred by the Stockholders resulting from (i) any breach of any representation and warranty of Acquisition Sub or ARC which is contained in this Agreement, the ARC Disclosure Schedule or any Exhibit hereto or any Transaction Document or certificate delivered pursuant hereto or thereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Acquisition Sub or ARC which are contained in or made pursuant to the terms and conditions of this Agreement or any Transaction Document; and (iii) all interest, penalties, costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.2.

Stockholder Indemnity Claim means any loss, ----------------------------- damage, deficiency, claim, liability, suit, action, fee, cost, or expense of any nature whatsoever incurred by any of the Principal Stockholders resulting from (i) any breach of any representation ---------------------- and warranty of either of the Acquiring Entities or APF which is contained in this Agreement or any Schedule, Exhibit, or certificate delivered pursuant hereto; (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements, or undertakings of either of the Acquiring Entities or APF which are contained in or made pursuant to the terms and conditions of this Agreement; and (iii) all interest, penalties, costs, and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 12.2.

Stockholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost

Stockholder Indemnity Claim means any loss, damage, deficiency, claim, liability, suit, action, fee, cost, or expense of any nature whatsoever incurred by any of the Stockholders resulting from (i) any material breach of any representation and warranty of Acquisition Corp. and APF which is contained in this Agreement or any Schedule, Exhibit, or certificate delivered pursuant hereto; (ii) any material breach or non-fulfillment of, or failure to perform, any of the covenants, agreements, or undertakings of Acquisition Corp. or APF which are contained in or made pursuant to the terms and conditions of this Agreement; and (iii) all interest, penalties, costs, and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 12.2.

Stockholder Indemnity Claim means any Loss incurred by any of the Stockholders resulting from (a) any breach of any representation and warranty of CHP and CHPAC which is contained in this Agreement or any schedule, exhibit or certificate delivered pursuant hereto, (b) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of CHP and CHPAC which are contained in or made pursuant to the terms and conditions of this Agreement, and (c) all interest, penalties, costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) and other Losses arising out of or related to any indemnification made under this Section 12.2. In addition, the term Stockholder Indemnity Claim shall mean, with respect only to the Indemnifying Stockholders, any Loss incurred by any of the Indemnifying Stockholders from a Third Party Claim relating to the Assumed Advisor Liabilities that would have been due and payable to the Advisor by CHP pursuant to any obligation of CHP to indemnify the Advisor for such Third Party Claim or Loss arising out of CHP's charter and the Advisory Agreement in effect at the time the acts or omissions that gave rise to such Loss occurred, it being understood and agreed that the intent of such indemnification obligation of CHP and the Surviving Company is to provide the Indemnifying Stockholders the benefit of such indemnity rights to the same extent that the Advisor would have benefited from such indemnities, if at all, had the Merger not occurred. Notwithstanding anything to the contrary contained in this Section 12.2, neither CHP nor the Surviving Company shall be obligated to indemnify and hold any of the Stockholders harmless from (i) any breach of any representation and warranty of CHP and CHPAC which is contained in this Agreement or any schedule, exhibit or certificate delivered pursuant hereto or (ii) any breach or non-fulfillment of, or failure to perform, any of the covenants, agreements or undertakings of CHP and CHPAC which are contained in or made pursuant to the terms and conditions of this Agreement if, in either case, the Advisor or any Stockholder had Knowledge of any facts or circumstances that (A) would have reasonably affected CHP or CHPAC's ability to make any representation or warranty of CHP or CHPAC contained in this Agreement or any schedule, exhibit or certificate delivered pursuant hereto or (B) would have reasonably affected CHP or CHPAC's ability to fulfill or perform any ...

Stockholder Indemnity Claim has the meaning set forth in Section 7.2 of the Agreement. "Stockholder Representative" means Michxxx X. Xxxxxxx.