Common use of Continued Liability for Indemnity Claims Clause in Contracts

Continued Liability for Indemnity Claims. The liability of any party hereunder with respect to Indemnity Claims shall continue for the Restricted Period and, with respect to any such Indemnity Claims duly and timely made, thereafter until the indemnifying party’s liability therefore is finally determined and satisfied. If Seller shall liquidate or dissolve at any time when any liability of Seller with respect to Indemnity Claims may thereafter arise or be determined, then at the time of such liquidation or dissolution, Seller’s shareholders, or other distributees of Seller’s assets after the Closing, including any liquidating trust established by them, shall assume Seller’s liability with respect to Indemnity Claims to the extent of the value of all such assets distributed to them in such liquidation, and unless such shareholders or distributees expressly or by operation of law assume such liabilities, then Seller’s liabilities and obligations to Buyer shall not be deemed to have been paid, discharged or provided for, and such distribution shall be void as against Buyer to the extent of such liabilities.

Continued Liability for Indemnity Claims. The liability of any party hereunder with respect to Indemnity Claims shall continue for the Restricted Period and, with respect to any such Indemnity Claims duly and timely made, thereafter until the indemnifying party’s liability therefore is finally determined and satisfied. If any Seller shall liquidate or dissolve at any time when any liability of any Seller with respect to Indemnity Claims may thereafter arise or be determined, then at the time of such liquidation or dissolution, such Seller’s shareholders, or other distributees of such Seller’s assets after the Closing, including any liquidating trust established by them, shall assume such Seller’s liability with respect to Indemnity Claims to the extent of the value of all such assets distributed to them in such liquidation, and unless such shareholders or distributees expressly or by operation of law assume such liabilities, then such Seller’s liabilities and obligations to Buyer shall not be deemed to have been paid, discharged or provided for, and such distribution shall be void as against Buyer to the extent of such liabilities.

Continued Liability for Indemnity Claims. The liability of any party hereunder with respect to Indemnity Claims shall continue for the Restricted Period applicable survival period set forth in Section 7.4 above and, with respect to any such Indemnity Claims duly and timely made, thereafter until the indemnifying party’s liability therefore is finally determined and satisfied. If any Seller shall liquidate or dissolve at any time when any liability of any Seller with respect to Indemnity Claims may thereafter arise or be determined, then at the time of such liquidation or dissolution, such Seller’s shareholders, or other distributees of Seller’s assets after the ClosingMajority Equityholders, including any liquidating trust established by them, shall assume such Seller’s liability with respect to Indemnity Claims to the extent of the value of all such assets distributed to them in such liquidationClaims, and unless such shareholders or distributees Majority Equityholders expressly or by operation of law assume such liabilities, then such Seller’s liabilities and obligations to Buyer shall not be deemed to have been paid, discharged or provided for, and such distribution shall be void as against Buyer to the extent of such liabilities.

Continued Liability for Indemnity Claims. The liability of any party Poly-Cell and the Controlling Stockholders hereunder with respect to Indemnity Claims shall continue for the Restricted Period so long as any Indemnity Claims may be made hereunder and, with respect to any such Indemnity Claims Claim duly and timely made, thereafter until the indemnifying party’s liability therefore of Poly-Cell and the Controlling Stockholders therefor is finally determined and satisfied, notwithstanding any prior liquidation or dissolution of Poly-Cell. If Seller Poly-Cell shall liquidate or dissolve at any time when any liability of Seller Poly-Cell with respect to Indemnity Claims may thereafter arise or be determined, then at the time of such liquidation or dissolutiondissolution in addition to the liability of the Controlling Stockholders pursuant to this Agreement or otherwise, Seller’s Poly-Cell's shareholders, or other distributees of Seller’s Poly-Cell's assets after the Closing, including any liquidating trust established by them, shall assume Seller’s Poly-Cell's liability with respect to Indemnity Claims to the extent of the value of all such assets distributed to them in such liquidation, and unless such shareholders or distributees expressly or by operation of law assume such liabilities, then Seller’s Poly-Cell's liabilities and obligations to Buyer Polypride shall not be deemed to have been paid, discharged or provided for, and such distribution shall be void as against Buyer Polypride to the extent of such liabilities.