Shareholder Indemnified Persons definition

Shareholder Indemnified Persons has the meaning set forth in Section 9.3.

Shareholder Indemnified Persons is defined in Section 8.3.

Shareholder Indemnified Persons has the meaning set forth in Section 8.2(b) of this Agreement.

Examples of Shareholder Indemnified Persons in a sentence

• The amount of the indemnification for any Claim which the Buyer Indemnified Persons and the Shareholder Indemnified Persons shall be entitled to receive pursuant to this Agreement shall be payable on demand and shall be determined after giving effect to any insurance recoveries, tax savings and recoveries from third parties.

• Notwithstanding the foregoing, an Indemnified Person or Shareholder Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $200,000; PROVIDED, HOWEVER, that once the aggregate amount of Damages of Indemnified Persons or Shareholder Indemnified Persons exceed such threshold amount, then the Indemnified Persons or Shareholder Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold.

• Any Losses for which any of the Acquiror Company Indemnified Persons or Shareholder Indemnified Persons, as applicable, are entitled to indemnification under this Section X shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement.

• Except as otherwise provided in Sections 6.1 and 6.2 with respect to the indemnification obligations of Shareholders and SAGE for the benefit of the SAGE Indemnified Persons and the Shareholder Indemnified Persons, as the case may be, this Agreement shall be effective only as between the parties hereto, their successors and permitted assigns.

• The aggregate amount of all Damages for breaches of representations and warranties, covenants or obligations for which Shareholder Indemnified Persons shall be entitled to be indemnified under this Article VII shall not exceed €840,000.

• The indemnification obligations and other agreements and covenants of Parent and Sub in this Article 7 are intended to be for the benefit of, and shall be enforceable by, each of the Shareholder Indemnified Persons and their respective heirs and legal representatives.

• The Acquiror Company shall have no obligation to indemnify the Shareholder Indemnified Persons for any Losses hereunder in excess of such amount.

• The Acquiror Company shall have no obligation to indemnify the Shareholder Indemnified Persons under Section 10.2.1-10.2.2 and no indemnification claims or any other claims shall be brought against the Acquiror Company under Section 10.2.1-10.2.2, for an aggregate amount of Losses incurred by Shareholder Indemnified Persons in excess of the amount calculated by multiplying (a) a 5-day trailing VWAP on the date the claim is brought, by (b) the total number of shares of Acquiror Company then outstanding.

• Each of the Shareholder Indemnified Persons waives, acknowledges and agrees that he, she or it shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation or Parent or any of their Affiliates in connection with any indemnification obligation or any other liability to which he, she or it may become subject under or in connection with this Agreement.

• The indemnification provisions contained in this Article 7 shall be the sole remedy of the Shareholder Indemnified Persons against the Buyer for all Shareholder Claims.

More Definitions of Shareholder Indemnified Persons

Shareholder Indemnified Persons has the meaning set forth in Section 11.3.

Shareholder Indemnified Persons means and includes the Shareholder and ------------------------------- his personal representatives, estates and heirs.

Shareholder Indemnified Persons means Fimalac, Seller and each of their respective Affiliates as well as their respective directors, officers, employees and agents.

Shareholder Indemnified Persons shaxx xxxe the meaning set forth in Section 8.3.

Shareholder Indemnified Persons has the meaning given to such term in Section 6.2;

Shareholder Indemnified Persons means (i) the Company Shareholders; (ii) each of the Company Shareholders’ Affiliates, assigns and successors in interest; and (iii) with respect to the Persons set forth in clauses (i) and (ii), each of their respective stockholders, members, partners, directors, officers, employees and representatives.