Agent Indemnification Expenses definition
Examples of Agent Indemnification Expenses in a sentence
Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow Agent, the Agent Indemnification Expenses shall be paid as follows: 50% to be paid by Parent and 50% to be paid by the Stockholders on the basis of the Stockholders’ respective Pro Rata Portions.
If Seller is the losing party, the Agent Indemnification Expenses shall be paid by Seller; provided, however, that in the event Seller fails to timely pay the Agent Indemnification Expenses, the parties agree that Parent may at its option, but shall not be required to, pay the Agent Indemnification Expenses and recover an equal amount from the Escrow Fund.
Section 7.4(c) shall not apply to claims made in respect of (A) any Additional Transaction Expenses, Company indebtedness for borrowed money (including the principal, interest and premium (if any)) that is not reflected in the Spreadsheet or contractual Additional Change-in-Control Payments, or (B) any Agent Interpleader Expenses or Agent Indemnification Expenses (each of (A) and (B), an “Agreed Upon Loss”).
Without limiting the generality of the foregoing, Parent and the Company Holders agree among themselves that the liability for any Agent Indemnification Expenses shall be allocated as follows: fifty percent (50%) to be paid by Parent and fifty percent (50%) to be paid by the Company Holders on the basis of the Company Holders’ Pro Rata Portion.
Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses (each an “Agreed-Upon Loss”).