Examples of Stockholder Indemnifying Parties in a sentence
Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.
For the avoidance of doubt, no amounts received by the Buyer Indemnified Parties from the R&W Insurance Policy shall necessitate any refund of any amount collected from the Indemnification Holdback Amount or otherwise from the Stockholder Indemnifying Parties to satisfy the retention under the R&W Insurance Policy.
The sole recourse and exclusive remedy of the Parent Indemnified Parties against the Stockholder Indemnifying Parties after the Closing arising out of this Agreement or any certificate delivered in connection herewith or otherwise arising from the Transaction, shall be for Parent Indemnified Parties to assert a claim for indemnification against the Stockholder Indemnifying Parties under the indemnification provisions of this Agreement.
The sole and exclusive source of repayment for an indemnification claim by the Parent Indemnified Parties against the Stockholder Indemnifying Parties under this Agreement shall be from the ESOP Adjustments and Claims Escrow and the Non-ESOP Adjustments and Claims Escrow, respectively.
The aggregate liability of the Stockholder Indemnifying Parties for indemnification under this Section 6.3 shall not exceed $3,500,000 (Three Million Five Hundred Thousand Dollars).
The Holding Master Escrow and the Fluent Master Escrow shall terminate when the Principal Stockholder Indemnifying Parties and the Stockholders’ Representative have notified the Master Escrow Agent in writing that no further claims will be made by the Principal Stockholder Indemnifying Parties and the Stockholders’ Representative against the Holding Master Escrow and the Fluent Master Escrow.
Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or non-U.S. Law), the Company, the Stockholder Indemnifying Parties, the Buyer and their respective Affiliates shall treat any and all purchase price adjustments and indemnification payments as an adjustment to the purchase price for Tax purposes.
Xxxx Title: Stockholder Representative The undersigned Stockholder Indemnifying Parties join solely for purposes of Section 5.8(c).
Canon 3621All dimensions including any believed or claimed spiritual dimension such as divine, heaven, hell, purgatory supernatural, or paranormal must by definition be part of Unique Collective Awareness and therefore cannot be greater than Unique Collective Awareness.
The parties hereto further agree and acknowledge that, notwithstanding any contrary provision herein or in any of the Related Agreements, Stockholder Indemnifying Parties shall not be obligated under any circumstances to indemnify any person solely as a result of any downward adjustment to the Merger Consideration effected pursuant to Sections 2.1(a), above, or 8.6, below or to the extent of, but only to the extent of, any accrual for any Loss set forth on the Interim Balance Sheet.