FBGH Parties definition
Examples of FBGH Parties in a sentence
Such communications must be sent to the respective Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.2): If to the FBGH Parties: c/o Financial Business Holdings Group ▇▇▇ ▇.
Further, FBGH Parties shall provide Buyer such cooperation and information as Buyer may reasonably request with respect to the records retained under this Section 6.5.
In particular, the FBGH Parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto with respect to the operation of the Business and the Seller prior to the Effective Time, until ninety (90) days following the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective Tax periods.
To extent there is a Loss to which FBGH Parties are obligated to indemnify Buyer Indemnitees and the Contingent Payments have been paid in full or otherwise adjusted to zero, the FBGH Parties shall satisfy their obligations within fifteen (15) Business Days of such acceptance or final, non-appealable adjudication by wire transfer of immediately available funds in the amount of such Losses.
No Buyer Indemnitee will be entitled to any indemnification pursuant to Section 8.2 unless and until the aggregate of all Losses exceeds on a cumulative basis an amount equal to $50,000.00 (the “Basket”), in which event FBGH Parties will be required to pay or be liable for all such Losses from the first dollar.
The aggregate amount of all Losses for which FBGH Parties shall be liable pursuant to Section 8.2 shall not exceed $2,400,000.00 (the “Cap”).
The representations, warranties and covenants of the FBGH Parties, and the Buyer Indemnitees’ right to indemnification under this Article VIII, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Buyer Indemnitees (including by any of their Representatives) or by reason of the fact that the Buyer Indemnitees or any of their Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
FBGH Parties shall give Buyer written notice twenty (20) days before disposing of any records required to be retained under this Section 6.5 during which period the Buyer may, at its expense, possession obtain the records.
The FBGH Parties shall retain all books, records and other data in their pertaining to Tax matters for all open periods relating to the Business through the Effective Time.
FBGH Parties shall have no right of contribution from any of the Buyer Indemnitees with respect to any Loss for which FBGH Parties are required to indemnify such Buyer Indemnitee pursuant to this Article VIII.