Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target Membership Interests to Buyer and the representations and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §8(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof.
(ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §8(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.
Nature of Sellers’ Obligations. All representations, warranties, and covenants of Sellers in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in Section 8(b)(i) above for the entirety of any Adverse Consequences any Buyer Indemnitee may suffer as a result of any breach or inaccuracy thereof.
Nature of Sellers’ Obligations. Seller’s liability with respect to indemnification obligations under this Agreement shall be joint and several and each Person included in the definition of Seller shall (without duplication) be responsible for the entirety of any Losses that any Buyer Party may suffer.
Nature of Sellers’ Obligations. The liabilities of Sellers under this Agreement are joint and several. Sellers, jointly and severally, shall cause each Acquired Company to take, or refrain from taking, all actions as may be necessary or appropriate to implement this Agreement.
Nature of Sellers’ Obligations. (a) The covenants of each Seller in Section 2.1 above concerning the sale of his Shares to Buyer and the representations and warranties of each Seller in Section 3.1 above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty or covenant shall be solely responsible to the extent provided in Section 7.2(b) above for any Damages any Buyer Indemnified Party may suffer as a result of any breach thereof.
(b) The remainder of the representations, warranties and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in Sections 7.2(a) and 8.1 above for the entirety of any Damages any Buyer Indemnified Party may suffer as a result of any breach thereof.
Nature of Sellers’ Obligations. The covenants and agreements of each Seller in this Agreement and all representations and warranties of each Seller in Section 4 concerning the transaction are several and not joint obligations. This means that the particular Seller making the representation, warranty, covenant or agreement shall be individually responsible solely to the extent provided in Section 8.2 for any Losses Buyer may suffer as a result of any breach thereof.
Nature of Sellers’ Obligations. All representations, warranties, covenants, obligations and agreements of each Seller hereunder are joint and several representations, warranties, covenants, obligations and agreements of all Sellers.
Nature of Sellers’ Obligations. (i) The covenants of each Seller in SECTION 2(A) above concerning the sale of his, her or its Company Shares to Buyer (but not with respect to the payment of any adjustment to the Purchase Price to the extent such adjustment exceeds the Purchase Price Escrow Amount), the representations and warranties of each Seller in SECTION 3(A) above concerning the transaction and the covenants of each Seller contained in SECTION 6 above are individual obligations. This means that the particular individual Seller making the representation, warranty or covenant shall be solely responsible to the extent provided 51 in SECTION 8(B)(II) above for any Damages Buyer may suffer as a result of any breach thereof.
(ii) The remainder of the representations, warranties and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in SECTION 8(B)(I) above for the entirety of any Damages any of the Buyer Indemnified Parties may suffer as a result of any breach thereof.
Nature of Sellers’ Obligations. Except as otherwise specifically provided in this Agreement (including with respect to Buyer’s ability to make claims against the Escrow Funds as provided herein), any and all liabilities and obligations of Sellers under or in respect of this Agreement are several and not joint or joint and several and are subject in all events to Section 12.7.
Nature of Sellers’ Obligations. The liabilities of Sellers, other than Tech Investments, LLC and Tech Investments II, LLC (together, “Tech Investments”), under this Agreement are several and not joint in accordance with their respective Pro Rata Percentages; provided that solely for purposes of determining the liability of Tech Investments, such Sellers shall be deemed to be jointly liable. The liability of Tech Investments under this agreement is joint and several (which, for purposes of clarification, shall be deemed to mean that, subject to the other restrictions and limitations set forth in this Agreement, Buyer Indemnified Parties shall be entitled to seek recovery of 100% of all Losses from either Tech Investments, LLC or Tech Investments II, LLC, regardless of whether any Buyer Indemnified Party has any claim against any other Seller with respect to such Loss). Notwithstanding anything to the contrary in this Agreement, the Sellers acknowledge and agree that neither Section 8.12 nor the existence of the insurance policies described therein shall in any way limit or otherwise affect Sellers’ obligations under this Agreement, including Article XI (but subject to the limitations of Section 11.6), and no provision in this Agreement, including such insurance policies, the General Escrow Funds, and the Indemnification Lock Up Agreements required under Section 8.7 to be in place after Closing with respect to Buyer’s Common Stock, will, separately or collectively, for purposes of any Legal Requirement be deemed to constitute the making by any Seller of provision that is reasonably likely to be sufficient to provide compensation for claims made by Buyer under Article XI (but subject to the limitations of Section 11.6).
