Examples of Indemnifying Members in a sentence
The Sellers and Indemnifying Members shall jointly and severally indemnify and hold harmless Purchaser against any such Tax or reduction of any Tax asset.
Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).
An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.9, the Company shall be treated as continuing in existence.
Except as set forth in the Disclosure Schedules, the Indemnifying Members, jointly and severally, as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date, represent and warrant to Buyer that the statements in this Article III are true and correct.
If the Indemnification Escrow Fund has been exhausted, is unavailable or is insufficient to satisfy in full the amount payable by the Indemnifying Members hereunder, Buyer may recover such amounts directly from the Indemnifying Members, on a joint and several basis, subject to the limitations set forth herein.