Parent Indemnifiable Losses definition

Parent Indemnifiable Losses has the meaning set forth in Section 7.2(a).
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Examples of Parent Indemnifiable Losses in a sentence

  • The results of the team’s observations, interviews and document review revealed that stakeholders are aware of and feel comfortable to use these mechanisms, which include both internal and external complaint mechanisms.

  • Stockholders shall not have any right of contribution against Parent or the Company with respect to any Parent Indemnifiable Losses.

  • Notwithstanding the foregoing, if, in connection with the conduct of the defense of any Third Party Claim by the Representative pursuant to Section 7.5, any Parent Indemnitee incurs any Parent Indemnifiable Losses, each such Parent Indemnitee shall have the rights and responsibilities set forth in Section 7.4(a) and Section 7.4(b) above with respect to the Parent Indemnifiable Losses incurred by such Parent Indemnitee in connection with such Third-Party Claim.

  • Through frequent cycles of evaluation of every student, data-driven interventions and data walls identify in real time where the weaknesses and shortcomings are; who is ahead and who is behind.

  • As of the time Parent becomes required to indemnify Shareholders under any provision of this Agreement, in addition to any other right available to Parent hereunder at law or in equity, Parent shall, notwithstanding the foregoing provisions, be entitled to withhold from such payments to the Principal Shareholders an amount equal to the amount of all claims for Parent Indemnifiable Losses which have theretofore been finally resolved against Principal Shareholders but have not been paid.

  • Subject to the foregoing, after the Deductible Threshold is exceeded, the Parent Indemnitees shall be entitled to be paid the entire amount of any Parent Indemnifiable Losses pursuant to Section 11.2(a)(i) and Sections 11.2(a)(iv)-(xii) in excess of (but not including) the Payment Indemnifiable Losses previously included in the calculation of the Deductible Threshold, subject to the other limitations on recovery and recourse set forth in this Agreement.

  • To the extent any of the limitations of Section 9.3(d) allows for indemnification of Parent Indemnifiable Losses beyond the Escrow Assets, such Parent Indemnifiable Losses shall be satisfied first by proceeding against the Escrow Assets, and thereafter for any remaining Parent Indemnifiable Losses after all Escrow Assets have been depleted, by proceeding directly against one or more Company Shareholders (subject to the provisions of Section 9.2(b)).

  • The Escrow Agent will promptly disburse to Parent (but no later than 3 Business Days after such payment is due), in cash, such portion of the Escrow Funds as may be necessary to pay the Parent Indemnifiable Losses, if any, for which Parent is entitled to indemnification in accordance with the claims processing and dispute procedures and other indemnification terms of the Merger Agreement (which are incorporated herein by this reference).

  • Escrow Account shall be the Parent Indemnitees sole recourse in respect of any Parent Indemnifiable Losses.

  • Post 1934 building risksMeans any building, contents or stock located in any building or part of a building originally constructed in 1935 or later.

Related to Parent Indemnifiable Losses

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.