Indemnification Percentage definition

Indemnification Percentage means, with respect to the Principal Sellers, the quotient (stated as a percentage) of the Percentage Interest of each Principal Seller divided by total Percentage Interests of all Principal Sellers.

Indemnification Percentage means, with respect to each Equityholder Indemnifying Party, the applicable percentage set forth opposite such Equityholder Indemnifying Party’s name under the heading “Indemnification Percentage” on Schedule I attached hereto (which may be updated by the Equityholders’ Representative (in its sole discretion) by the Equityholders’ Representative providing an updated Schedule I to the Purchaser at or prior to the time that the Company delivers the Estimated Closing Statement pursuant to Section 3.04(a), and which may be further updated from time to time by the Equityholders’ Representative (in its sole discretion) in connection with any Additional Merger Consideration paid to the Equityholder Indemnifying Parties by the Equityholders’ Representative, by promptly providing an updated Schedule I to the Purchaser; provided that the sum of all the Indemnification Percentages for the Equityholder Indemnifying Parties in the aggregate shall at all times equal 100%).

Indemnification Percentage means, with respect to any Member, the percentage set forth opposite such Member’s name under the header “Indemnification Percentage” on Annex B.

Examples of Indemnification Percentage in a sentence

• Company Indemnifying Parties that together represent an aggregate Indemnification Percentage of at least ninety percent (90%) shall have executed and delivered to Acquiror a Support Agreement, and all such Support Agreements shall be in full force and effect.

• The Class A Holder, and solely the Class A Holder, may object (with the costs of pursuing the objections hereunder to be shared by all Principal Shareholders proportionately based on their Indemnification Percentage) to any Liability Claim set forth in a Claim Notice delivered in accordance with Section 9.5(a)(i) by delivering written notice to Purchaser (with a copy to the Company Shareholders and the Escrow Agent) of its objection.

• If any amount is to be distributed to the Purchaser Indemnified Persons from the Escrow Fund with respect to a resolved claim in accordance with the Escrow Agreement, then such amount shall be paid by reduction of amounts available to be drawn under the Letter of Credit and cancellation of principal amount of Company Shareholder Notes pro rata in proportion to the Indemnification Percentage of each Company Shareholder.

• The Securityholder Representative may be replaced from time to time by a vote of the Persons then holding an Indemnification Percentage greater than two-thirds (2/3) of the aggregate Indemnification Percentage.

• Each Indemnifying Member’s Indemnification Percentage of the Settlement Amount (on a total value basis), the CMS Reconciliation Settlement Amount, the Escrow Settlement Amount (with an allocation of stock and cash) and the Third Tier Settlement Amount (with an allocation of stock and cash) is set forth on Exhibit A hereto.

More Definitions of Indemnification Percentage

Indemnification Percentage means ten percent (10%) and (ii) the term "Preferred Conversion Number" means 1,000.

Indemnification Percentage means with respect to Lxxxx Xxxxxx and Wxxxxxx X. Xxxxxxxxx, Xx. collectively, 66.70% and, with respect to ACAS 33.30%.

Indemnification Percentage has the meaning set forth in Section 8.2(d)(iii).

Indemnification Percentage means, as to any Principal Shareholder, the amount, rounded to two decimal places and expressed as a percentage, obtained by dividing (i) such Principal Shareholder’s portion of the Purchase Price, by (ii) the aggregate portion of the Purchase Price payable to all Principal Shareholders, each as reflected in the Spreadsheet.

Indemnification Percentage means, with respect to any Seller, the percentage figure (as adjusted from time to time pursuant to Section 12.5(d) or any exercise of the Outstanding Options) which expresses the ratio, on a fully diluted basis, between (a) the amount of Purchased Securities sold by such Seller hereunder, plus the amount of such Seller's Put/Call Shares that are subject to the Put and Call Agreement, and (b) the aggregate amount of Purchased Securities and Put/Call Shares.

Indemnification Percentage means, with respect to each Seller, the percentage set forth opposite such Seller’s name and identified as such Seller’s “Indemnification Percentage” on the Final Allocation Schedule, the sum of which for all Sellers will equal 100%. 4917039.19 APPENDIX A

Indemnification Percentage means, with respect to Investor Parent or ioneer Parent, as applicable, such Person’s and its Subsidiaries’ aggregate ownership percentage of the Company’s total equity at the time the claim for which indemnification is sought is asserted; provided, however, that if Investor Parent or ioneer Parent, as applicable, and its Subsidiaries’ aggregate ownership percentage of the Company’s total equity is higher at the time of the event giving rise to an obligation to indemnify hereunder than at the time the claim for which indemnification is sought is asserted, the Indemnification Percentage shall be measured as of the date of the event giving rise to the obligation to indemnify.