Indemnity Percentage definition

Indemnity Percentage has the meaning given in Section 9.6(b).

Indemnity Percentage means the aggregate economic interest of Buyer and its Affiliates in IPALCO from time to time (taking into account ownership of IPALCO Shares and Holdco Shares), expressed as a percentage. Any additional amounts paid pursuant to this Section 9.6(b) shall be disregarded for purposes of the limitations set forth in Section 9.3. Procedure for Indemnification with Respect to Direct Claims . Whenever any direct claim shall arise for indemnification under this Article IX, the Indemnified Party, after attaining knowledge of such claim, shall promptly notify the Indemnitor of the claim and, when known, the facts constituting the basis for such claim (such notice, a “Claim Notice”). If within thirty (30) days after receiving a Claim Notice the Indemnitor does not give written notice to the Indemnified Party that it contests such Claim Notice, then the amount of indemnity payable for such claim shall be as set forth in the Indemnified Party’s Claim Notice. If the Indemnitor contests such indemnity, the Parties shall attempt in good faith to reach an agreement with regard thereto within thirty (30) days of delivery of the Indemnitor’s notice objecting to the

Indemnity Percentage means, in respect of any Holder, the proportion that (i) the aggregate Per-Share Merger Consideration, Directly Exercisable Warrant Consideration and Option Consideration payable to such Holder bears to (ii) the Aggregate Purchase Price; provided that, for purposes of calculating the Indemnity Percentage of any Holder, the numerator shall exclude the aggregate Merger Preference payable to such Holder in respect of such Holder’s Preferred Shares and/or Directly Exercisable Warrants exercisable for Preferred Shares, as applicable, and the denominator shall exclude the aggregate Merger Preference payable to all Holders in respect of the Preferred Shares and/or Directly Exercisable Warrants exercisable for Preferred Shares, as applicable.

Examples of Indemnity Percentage in a sentence

• We will reimburse you the amount of Loss Paid by you during the Policy Period that exceeds the Retention per Person multiplied by the Specific Excess Indemnity Percentage stated in the Schedule.

• Notwithstanding anything to the contrary contained herein, no Seller shall be liable for more than its Applicable Indemnity Percentage of any Loss subject to indemnification under Sections 9.1(a)(i), 9.1(a)(ii), Section 9.1(a)(v), Section 9.1(a)(vi) or Section 9.1(a)(vii).

• The Indemnifying Stockholders shall severally and pro rata, in accordance with their respective Indemnity Percentage, indemnify and hold the Stockholders’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance and administration of his duties hereunder.

• Xxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxx.xxx Exhibit C SCHEDULE OF SELLING STOCKHOLDERS Selling Stockholder Shares of Common Stock to be Repurchased Repurchase Transaction Proceeds Indemnity Percentage Xxxx X.

• Contains a Specific Excess Indemnity Percentage that is higher than the Specific Excess Indemnity Percentage listed in the Schedule of the current Policy.If your Policy reflects the application of an Aggregating Specific Retention, we reserve the right to change, modify or cancel this Endorsement if you: 1.

More Definitions of Indemnity Percentage

Indemnity Percentage shall have the meaning set forth in Section 30.02 hereof.

Indemnity Percentage means, with respect to any Seller (excluding Newco), a fraction, expressed as a percentage, the numerator of which is the aggregate amount of cash proceeds paid to such Seller under this Agreement and the denominator of which is the aggregate amount of cash proceeds paid to all of the Sellers (excluding Newco) under this Agreement.

Indemnity Percentage means, with respect to each Selling Stockholder, the percentage that portion of the Aggregate Merger Consideration received by such Selling Stockholder under this Agreement represents of the sum of the Aggregate Merger Consideration received by all Selling Stockholders under this Agreement and the aggregate consideration received by all Sellers (as defined therein) under the Stock Purchase Agreement at the Closing and the closing of the transactions contemplated by the Stock Purchase Agreement.

Indemnity Percentage means for each Seller, the amount, shown as a percentage, calculated in accordance with Section 2.2(a) of Sellers' Disclosure Letter.

Indemnity Percentage means, as of any time of determination, the product of (i) the quotient of (A) the aggregate number of Restricted Securities then held by the Holder (or if as of such time the Holder’s employment with EVA and its Affiliates has been terminated the aggregate number of EVA securities that were, as of such termination of employment, Restricted Securities retained by the Holder without restriction pursuant to Section 2.2 of this Agreement (the “Retained Securities”)), divided by (B) the sum of (x) the aggregate number of Restricted Securities then held by the Holder (or, if applicable, the Retained Securities) plus (y) the aggregate number of restricted securities then held by all other employees of EVA or its Affiliates pursuant to their respective management Restricted Securities Agreements plus (z) the aggregate number of Retained Securities (as defined in each other management Restricted Securities Agreement) then held by former employees of EVA or its Affiliates pursuant to all other management Restricted Securities Agreement, multiplied by (ii) 6.2%.

Indemnity Percentage means the percentage which the aggregate maximum indemnification obligation of all holders of capital stock of all Covered Classes (as defined in the Charter) represents of the Net Asset Proceeds (as defined in the Charter) or Net Stock Proceeds (as defined in the Charter), as the case may be; provided, however, that in the event that holders of capital stock of the Covered Classes have different maximum indemnification obligations for different matters (for example, if some representations or warranties are excluded from a cap on indemnity), then the Indemnity Percentage shall be calculated separately with respect to each type of indemnification obligations.

Indemnity Percentage means for each Stockholder, the percentage set forth opposite the name of such Stockholder on Schedule A.