Member Indemnitees definition

Member Indemnitees shall have the meaning set forth in Section 10.2.

Member Indemnitees has the meaning set forth in Section 8.03.

Member Indemnitees means the Member, its Affiliates, and their respective equity holders, officers, directors, employees, agents and representatives.

Examples of Member Indemnitees in a sentence

• Parent and Merger Sub shall not be liable to the Member Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds the Basket, in which event Parent and Merger Sub shall be required to pay or be liable for all such Losses from the first dollar.

• Following the Closing, except with respect to claims for common law fraud, the indemnification provisions of this Section 10.2 shall be the sole and exclusive remedy for monetary damages of Buyer Indemnitees and Member Indemnitees, whether in contract, tort or otherwise, for all matters arising under or in connection with this Agreement and the Contemplated Transactions, including, without limitation, for any inaccuracy or breach of any representation, warranty, covenant or agreement set forth herein.

• If within sixty (60) days after receipt of the Seller Notice of Claim by Buyer, Buyer has not provided the Sellers’ Representative with a written notice contesting all or a portion of the Seller Notice of Claim, Buyer will be conclusively deemed to have consented to the recovery by the Member Indemnitees of the full amount of Damages specified in the Notice of Claim for such Claim.

• The Buyer shall be liable to the Member Indemnitees for indemnification under 9.2 and shall be required to pay or be liable for all such Losses from the first dollar.

• Buyer’s aggregate maximum liability to Member Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 10.2(a)(i) (other than for breaches of Buyer Fundamental 74 Representations or common law fraud, which shall be capped at the aggregate purchase price) shall not exceed the Cap in the aggregate.

More Definitions of Member Indemnitees

Member Indemnitees has the meaning set forth in Section 10.3(a).

Member Indemnitees means the Members, the Member Representative, each of their respective Affiliates, and their respective directors, officers, employees, agents, successors and assigns.

Member Indemnitees shall have the meaning set forth in Section 12.5 hereof.

Member Indemnitees is defined in Section 11.4.

Member Indemnitees has the meaning set forth in Section 9.3. “Member Representative” has the meaning set forth in Section 2.9(a).

Member Indemnitees is defined in Section 11.2.

Member Indemnitees is defined in Section 13.2.