Examples of Contributee Indemnified Party in a sentence
The knowledge of Contributee or any other Contributee Indemnified Party obtained prior to the date of this Agreement or prior to the Closing shall not affect any Contributee Indemnified Party’s ability to recover indemnification from Sellers pursuant to this Article VIII.
If such Seller does not pay such amounts in cash within such 15-day period, Contributee will be permitted to have forfeited and cancelled, at the end of such 15-day period, Buyer Shares owned by such Seller having a fair market value (as reasonably determined by Buyer in its sole discretion) equal to the amounts owed by such Seller to such Contributee Indemnified Party.
None of the limitations set forth in Section 8.1(b), 8.1(c) or 8.1(d) shall apply with respect to any Claim by a Contributee Indemnified Party that is determined to be the result of actual fraud or criminal conduct by Sellers.
Under no circumstance shall a Contributee Indemnified Party be entitled to recover an indemnity claim arising under Section 9.2(a)(i) (for breach of representations and warranties which survive one (year) or less after the Closing Date) and Section 9.2(a)(iii) of this Agreement directly against Contributors.
Such Seller will then have a period of fifteen (15) days following receipt of such notice in which to elect to pay such Contributee Indemnified Party in cash the amounts for which such Seller is liable.
If a Contributee Indemnified Party receives an amount under insurance coverage or from such third party with respect to Losses that were the subject of indemnification under Section 9.2 at any time subsequent to indemnification provided thereunder, then such Contributee Indemnified Party shall promptly reimburse Contributors.
In addition, in all circumstances, a Contributee Indemnified Party must first look to the Escrow Account with respect to an indemnity claim, including those arising under Section 9.2(a)(i) (for representations and warranties which survive longer than one (1) year after the Closing Date) and Section 9.2(a)(ii) of this Agreement, which are not limited to the Escrow Account.
All amounts due and payable from Parent or Contributee to a Contributor Indemnified Party shall be made by wire transfer of immediately available funds within five (5) Business Days following final determination of a claim pursuant to Section 8.3. Any amount due and payable from Contributor (or subsequent transferee of the OP Units) to a Contributee Indemnified Party pursuant to this ARTICLE 8 shall be satisfied, at Contributor’s sole discretion, in cash, by the forfeiture of OP Units, or both.
If a Contributee Indemnified Party receives an amount under insurance coverage or from such third party with respect to Losses that were the subject of indemnification under Section 9.2 at any time subsequent to indemnification provided thereunder, then such Contributee Indemnified Party shall promptly reimburse Contributor.
All amounts due and payable from an Indemnifying Party to an Indemnified Party shall be made by wire transfer of immediately available funds within five (5) Business Days following final determination of a claim pursuant to Section 7.3, provided, however, that at SAM’s sole discretion, any amount payable to a Contributee Indemnified Party pursuant to this Article 7 may be satisfied in cash, OP Units or both.