Members definition
Examples of Members in a sentence
In the event that the funds available in the Escrow Account are in excess of the Overpayment Amount (such excess, the “Escrow Excess Amount”), the Seller Representatives and Parent shall, simultaneously with the delivery of the instructions described in the first sentence of this Section 2.05(h)(i), deliver joint written instructions to the Escrow Agent to pay to the Seller Representatives (for further distribution to the Members) the Escrow Excess Amount.
Based in part on the representations made by the Seller in Article V, the issuance of the Closing Equity Parent Shares to the Seller (for further distribution to the Members) is exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Regulation D of the Securities Act.
Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Members set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Seller Representatives under this section.
In no event will the Seller Representatives be required to advance its own funds on behalf of the Members or otherwise.
Except as otherwise set forth in this Agreement, the Seller Representatives shall not be liable to the Members or any other Person in his, her or its capacity as the Seller Representatives, for any liability of a Member or otherwise, or for anything which it may do or refrain from doing in connection with this Agreement or any agreement ancillary hereto.