Examples of Indemnifying Seller in a sentence
The amounts payable by the Company Indemnifying Sellers under this Clause 9.2 shall in each case, be determined in following manner: A/B*C, Where: A = the number of Equity Shares sold by the Company Indemnifying Seller B = the Sale Shares C = the amounts payable to the Purchaser under this Clause 9.2 for a particular instance of Loss.
Whether or not the Indemnifying Seller elects to defend any Third Party Claim, the Indemnifying Seller and the Purchaser shall cooperate and exercise all reasonable efforts in the defense or prosecution of any such claim and shall furnish one another with such records, information and testimony, and attend such conferences, proceedings, hearings, trials and appeals as may be reasonably required by the other in connection therewith.
Notwithstanding any other contrary provision in this Agreement, except with respect to claims for fraud, no Indemnifying Seller shall be liable for indemnification obligations pursuant to this Article 8 if the payment of such indemnification would, when added to all amounts previously paid by the Indemnifying Sellers pursuant to this Article 8 (after the deductible provided in Section 8.4(C) has been exceeded), exceed, in the aggregate, One Million Dollars ($1,000,000).
Notwithstanding any provision hereof to the contrary, each Indemnifying Seller's obligation under Section 9.4 shall be unlimited and to the extent any Indemnifying Seller indemnifies Buyer with respect to a breach of such Indemnifying Seller's own representations, warranties or covenants, such indemnification shall be deemed to have been made under Section 9.4. The aggregate indemnification obligation of Buyer under Section 9.3 shall be limited to $283,047.
Except as set forth on Schedule 3.4, such Indemnifying Seller has no right whatsoever to receive or acquire any additional shares of capital stock of the Company.
The Indemnifying Seller Parties additionally acknowledge that Purchaser’s remedies for a Indemnifying Seller Party’s breach or other failure to comply with the covenants contained in this Section 5.7 are not intended to be limited by reference to the amount assigned by the parties to such covenants pursuant to the Tax Allocation (or any Tax Returns reflecting the same).
No consent, approval, Permit, Order, notification or authorization of, or any exemption from or registration, declaration or filing with, any Governmental Entity or any third Person is required in connection with the execution, delivery and performance by such Indemnifying Seller of this Agreement or any Related Document to which he or it is or will be a party or the consummation by such Indemnifying Seller of the transactions contemplated hereby or thereby.
Subject to the terms of this Section 11.11, the Purchaser shall be entitled to set off any amount otherwise due and owing that it may be entitled to under this Agreement against any amount otherwise due and owing to the Indemnifying Seller under this Agreement.
Such Indemnifying Seller understands that the shares of Parent Common Stock to be acquired have not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Indemnifying Sellers' representations as expressed herein.
In the event NPI is paid from the Escrow Fund but in fact Damages are not paid, incurred or accrued by NPI, NPI shall reimburse the Indemnifying Sellers (on a pro-rata basis in accordance with the number of NVC Shares held by each Indemnifying Seller immediately prior to the Closing, as set forth in Exhibit A) for any amount of such Damages not paid, incurred or accrued together with accrued interest.