Stockholder Indemnified Persons definition

Stockholder Indemnified Persons has the meaning set forth in Section 2.7(a).

Stockholder Indemnified Persons means the Stockholders, their respective Affiliates and their respective officers, directors, employees, agents, representatives, controlling Persons, and Equity Interest owners.

Stockholder Indemnified Persons shall have the meaning set forth in Section 11.3.

Examples of Stockholder Indemnified Persons in a sentence

• The Company also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 7(a).

• Indemnified Adverse Consequences will be without duplication with respect to Stockholder Indemnified Persons, on one hand, and I/O Indemnified Persons, on the other hand.

• Except for liability of Parent for fraud or willful breach of a covenant, this Section 7.3 and of the rights and restrictions set forth herein shall be the exclusive and sole remedy of the Company Stockholder Indemnified Persons in connection with this Agreement, the Merger and the transactions contemplated herein.

• The Company also agrees to indemnify any underwriter of Registrable Shares and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 7(a).

• Except as set forth in Article IX hereof, the indemnification provided in this Article VIII shall be the sole and exclusive remedy available to (i) the Buyer Indemnified Persons against the Company, the Stockholders or any of their respective Affiliates and (ii) the Stockholder Indemnified Persons against the Buyer or Acquisition Sub, in each case, for any claim under this Agreement, any document delivered pursuant hereto or otherwise related to the transactions contemplated hereby or thereby.

• The terms and provisions of this Agreement are intended solely for the benefit of each party hereto the Purchaser Indemnified Persons, the Indemnifying Stockholder Indemnified Persons and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.

• It shall be a condition to the rights of the Stockholder Indemnified Persons to indemnification pursuant to this Section that such parties shall assert a claim for such indemnification within the applicable survival periods set forth in SECTION 11.01 hereof.

• If a fire condition exists but was extinguished, Public Safety must still be called.

• Some climate extremes (e.g., droughts) may be the result of an accumulation of weather or climate events that are not extreme when considered independently.

• At such time that the aggregate amount recoverable by the Stockholder Indemnified Persons exceeds the Parent Basket, the Stockholder Indemnified Persons shall only be entitled to recover the aggregate amount in excess of the Parent Basket (in no event shall the Parent be obligated to provide indemnification for any dollar amount below the Parent Basket).

More Definitions of Stockholder Indemnified Persons

Stockholder Indemnified Persons means the Company Stockholders and their Affiliates. “Stockholders’ Representative” has the meaning set forth in the preamble. “Stockholders’ Representative Expense Amount” means $0.00.

Stockholder Indemnified Persons means the Stockholder and its Affiliates and their respective officers, directors and employees.

Stockholder Indemnified Persons means and include the Stockholders and their heirs, legal representatives, estates and permitted assigns. "Indemnified Persons" shall mean and include the Parent Indemnified Persons and the Stockholder Indemnified Persons.

Stockholder Indemnified Persons means the Company Stockholders and their Affiliates. “Stockholders’ Representative” has the meaning set forth in the preamble.

Stockholder Indemnified Persons means the Stockholders and their respective directors, officers, employees, Affiliates, agents, successors and assigns. “Stockholder Indemnifying Parties” means the Effective Time Holders. “Stockholders’ Representative Expenses” has the meaning as set forth in Section 8.4.5. “Subsidiary” means, when used with respect to any corporation, limited liability company, partnership, association, trust or other entity the accounts of which would be consolidated with those of such party in such entity’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, Annex A-10

Stockholder Indemnified Persons means and include the Stockholders and their respective successors and assigns.