Indemnifying Members definition
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).
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.
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.
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.