Shareholders' Damages Sample Clauses

Shareholders' Damages. Notwithstanding the foregoing, Acquiror --------------------- shall have no liability under Section 8.1(b) unless and until a Shareholders' Agent Certificate or Certificates for an aggregate amount of Damages in excess of $100,000 has been delivered to the Acquiror and to the Escrow Agent; provided, however, that after a Shareholders' Agent Certificate or Certificates -------- ------- for an aggregate of $100,000 in Damages has been delivered, the Shareholders shall be entitled to indemnification for the full amount of Damages identified in such Shareholders' Agent Certificate or Certificates up to the total amount of the consideration to the Shareholders set forth in Section 3.1.
View Source
Shareholders' Damages. Notwithstanding the foregoing, Acquiror shall have no liability under Section 8.1 and the Escrow Fund shall not be reduced unless and until a Shareholders' Agent Certificate or Certificates for an aggregate amount of Damages in excess of $250,000 has been delivered to the Acquiror and to the Escrow Agent; provided, however, that after a Shareholders' Agent Certificate or Certificates for an aggregate of $250,000 in Damages has been delivered, the Escrow Fund shall be reduced in the full amount of Damages identified in such Shareholders' Agent Certificate or Certificates.
View Source
Shareholders' Damages. Nothing in this Agreement is intended to --------------------- limit Shareholder's right to monetary damages for Parent's or MergerCo's breach of contract in connection with the terms and conditions of this Agreement. The parties hereto have caused this Agreement to be executed and delivered as of May 31, 1999. USA ▇▇▇▇▇.▇▇▇, INC., a Nevada Corporation By: ___________________________________ Its: __________________________________ TSI SUB, Inc., a Delaware corporation By: ___________________________________ Its: __________________________________ TRISERVE COMMUNICATIONS, INC., a California corporation By: ___________________________________ Its: __________________________________ SHAREHOLDER: _______________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 40 EXHIBIT A --------- CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A): ---------
View Source
Shareholders' Damages. Notwithstanding the foregoing, Acquiror shall have no liability under Section 8.1 until a Shareholders' Agent Certificate or Certificates for an aggregate amount of Damages in excess of $50,000 has been delivered to the Acquiror; provided, however, that after a Shareholders' Agent Certificate or Certificates for an aggregate of $50,000 in Damages has been delivered, the Acquiror shall, subject to the Limitation provided in Section 8.1(b) and the provisions of Sections 8.5 and 8.6, deliver to the Shareholders' Agent not less than thirty (30) days thereafter, cash equal to the amount of Damages.
View Source

Related to Shareholders' Damages

  • Indemnification by Shareholders Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions: