Examples of Indemnifying Shareholders in a sentence
Notwithstanding anything to the contrary herein contained, the indemnification obligation of the Indemnifying Shareholders shall only be triggered if the Company failed to timely pay any indemnity due hereunder.
The indemnification provided in this Section 9 shall be the sole and exclusive remedy of any Indemnified Party (and any of their Affiliates) against the Indemnifying Shareholders with respect to any breach of any representation and warranty contained in Articles 3 and 4 above in this Agreement.
Subject to the provisions of Sections 9.03, 9.04 and 9.06 above and of Section 9.08 below, the Indemnifying Shareholders shall indemnify the Indemnifiable Party within 15 Business Days as of the date on which the Indemnifying Shareholders receive written notice from such Indemnified Party requesting such indemnification and confirming that the Company failed to timely make the payment of an indemnification that was due by it in accordance with the terms of this Agreement.
The Company and the Indemnifying Shareholders jointly and severally represent and warrant to Parent and Merger Sub that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct as of the date of this Agreement and will be true and correct as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
Each of the Indemnifying Shareholders, joint and severally, represents and warrants to MIH that, to the best of their knowledge, after due inquiry, neither of them is aware of any fact, information, act, omission, event or circumstance which would make any of the representations and warranties contained in Article 3 untrue or incorrect.