Stockholder Indemnifying Party definition

Stockholder Indemnifying Party has the meaning set forth in Section 9.2(a).

Stockholder Indemnifying Party has the meaning set forth in ------------------------------ Section 8.1 of this Agreement.

Stockholder Indemnifying Party has the meaning set forth in Section 8.1 of this Agreement.

Examples of Stockholder Indemnifying Party in a sentence

• The Parent Indemnified Party shall also provide the Stockholder Indemnifying Party with such further information concerning any such claims as the Stockholder Indemnifying Party may reasonably request by written notice.

• If any claim is made against or otherwise becomes due from the Stockholder Indemnifying Party pursuant to Section 5.2 in respect of any Losses (a “Loss Payment”), the Stockholder Indemnifying Party will have no rights against the Company, any subsidiary or any director, officer or employee thereof, whether by reason of contribution, indemnification, subrogation or otherwise in respect of that Loss Payment, and shall not take any action against the Company or any such Person with respect thereto.

• CONTRACTOR shall participate in the Department of Motor Vehicle (DMV) pull notice program and adhere to DISTRICT requirements, for all drivers assigned to perform services under this Agreement.

• The failure of the Representatives, on behalf of the Stockholder Indemnifying Party, to respond in writing to the aforesaid notice of the Tekelec Indemnified Party with respect to any Tekelec Special Third Person Claim within twenty days after receipt thereof shall be deemed an election not to defend the same.

• Xxxxxxx, Esq.; or, if sent to the Company, will be mailed, delivered or telefaxed to the Company, 000 XxxxxxXxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (facsimile: (716) 218-2165), Attention: General Counsel; with a copy to XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (facsimile: (000) 000-0000), Attention: Xxxxxxx Xxxxxx, Esq.; or, if sent to any Selling Stockholder Indemnifying Party, will be mailed, delivered or telefaxed to it at the address set forth in Schedule II hereto.

• No Selling Stockholder Indemnifying Party shall be required to indemnify a Buyer Indemnified Party for Capped Buyer Indemnified Costs unless and until the aggregate amount of such Capped Buyer Indemnified Costs for which the Buyer Indemnified Party is otherwise entitled to indemnification pursuant to this Article XI exceeds $850,000 (the "Minimum Loss").

• All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by Stockholders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed to Stockholders’ Representative.

• The Indemnifying Party (or the Stockholders’ Representative, where the Indemnifying Party is a Stockholder Indemnifying Party and indemnification is not being sought hereunder directly from such Stockholder Indemnifying Party) shall have a period of thirty (30) days within which to investigate and respond to such Direct Claim and the Indemnified Party shall reasonably cooperate with such investigation and response.

• In the event that a Parent Indemnified Party sustains or incurs Losses for which it is entitled to be indemnified by a Stockholder Indemnifying Party under this Agreement, such Parent Indemnified Party shall be entitled (in addition to collecting directly from the Stockholder Indemnifying Party) to exercise its rights under Section 5.8 above to recover Parent Shares held by Parent pursuant to Section 5.8 having a Value equal to the amount of such Losses.