Examples of Seller Indemnifying Persons in a sentence
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The Liability of the Seller Indemnifying Persons under Section 7.2(a) of this Agreement shall be limited to recourse to (i) first the Escrow Shares (which shall constitute a partial security for such indemnification obligations) and (ii) if the Escrow Shares are insufficient to satisfy the indemnification obligations of the Seller Indemnifying Persons, then an amount of cash up to an additional $1,000,000 (collectively, the “Indemnification Cap”).
Provided however, in the event that the settlement of any Claims are pending at the completion this 18 (Eighteen) month period, such monies shall continue to be held in the Retention Escrow Account pending the settlement or resolution of the Relevant Claims, but on any such Relevant Claim being settled, withdrawn or deemed to be withdrawn, there shall be paid to the Promoter Seller Indemnifying Persons the remaining amount in such Retention Escrow Account.
For the avoidance of doubt, the Promoter Seller Indemnifying Persons agree and acknowledge that the Acquirer Indemnified Persons shall be entitled to recourse from the Indemnity Retention Amount notwithstanding that a Claim directly results from any misrepresentation or inaccuracy in, or breach of the Promoter Seller Representations or the Business Representations.
The obligations of the Seller Indemnifying Persons to indemnify the Purchaser Indemnified Persons for Purchaser Losses (including those incurred as a result of the indemnification events set forth in Section 9.1(a) and Section 9.1(b)) shall be paid in cash by the Seller Indemnifying Persons to the Purchaser Indemnified Persons by wire transfer of immediately available funds to the accounts or accounts specified by the applicable Purchaser Indemnified Persons for such purposes.