Examples of Indemnifying Members in a sentence
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).
The Sellers and Indemnifying Members shall jointly and severally indemnify and hold harmless Purchaser against any such Tax or reduction of any Tax asset.
To the extent recovery from the R&W Insurance Policy is unavailable or insufficient to completely cover such Purchaser Losses, Purchaser shall then seek remedy from the Escrow Stock pursuant to the terms of the Escrow Agreement before seeking to recover any Purchaser Losses from Seller or the Seller Indemnifying Members.
To the extent recovery from the Escrow Stock is unavailable or insufficient to completely cover such Purchaser Losses, and subject to the limitations on indemnifiable Losses under Section 11.3(b), Purchaser shall be entitled to seek remedy through offset of any such Purchaser Losses against any Earnout Amounts earned by and payable to Seller, if any, and thereafter, directly from Seller and the Seller Indemnifying Members.
If Parent is required to make a payment to MHRx pursuant to this Section 2.12, such payment shall be made to the Indemnifying Members to the extent that MHRx has distributed the right to receive such payment to such Persons.