Cayman. Buyer shall not be entitled to pursue any indemnification claim or recovery against the Company, any Shareholder, any Optionholder or H.I.G. Cayman beyond the foregoing limit, except to the extent any such claim or recovery is based upon the Company's, such Shareholder's, such Optionholder's or H.I.G. Cayman's (i) breach of a representation or warranty made in Section 3.03, 3.04, 3.05, 3.07 or 4.04(b), or (ii) fraud, bad faith or willful misconduct in connection with this Agreement. No Shareholder, Optionholder or H.I.G. Cayman may claim or assert that any portion of the Escrow Fund is not available to pay for Buyer Losses by virtue of the indemnification provisions, covenants, or representations and warranties under this Agreement being several and not joint, rather than being joint and several. By executing this Agreement, each such Person waives any such right. Notwithstanding the foregoing, Buyer may seek recovery for Buyer Losses beyond the funds held in the Escrow Fund from H.I.G. Fund and/or H.I.G. Management for any such Buyer Losses attributable to H.I.G. Cayman's (a) breach of a representation or warranty made in Section 3.04 or Section 3.05, or (b) fraud, bad faith or willful misconduct in connection with this Agreement.
Cayman. Any demands, notices or other communications directed to the Shareholders, the Optionholders and H.I.G. Cayman hereunder shall be deemed effective if given to the Shareholder Representative. As between Buyer, on the one hand, and the Shareholders, the Optionholders and H.I.G. Cayman, on the other hand, payment of funds by Buyer to the Shareholder Representative in its capacity as such shall, for all purposes hereunder, be deemed payment of such funds to the Shareholders, the Optionholders and H.I.G.
Cayman. Buyer shall be entitled to rely on all actions of the Shareholder Representative as if such actions were taken by the Shareholders, the Optionholders or H.I.G.
Cayman. Upon the dissolution or resignation of the Shareholder Representative, a successor shall be appointed by the remaining Shareholders, Optionholders and H.I.G. Cayman within the thirty (30) day period immediately following the date of such dissolution or resignation, and such successor shall either be a Shareholder or an Optionholder or any other Person reasonably acceptable to Buyer who shall agree in writing to accept such appointment in accordance with the terms hereof. The resignation of any Shareholder Representative hall not be effective until a successor Shareholder Representative has been appointed and has accepted such appointment in accordance with the provisions of this Article X. The selection of a successor Shareholder Representative appointed in any manner permitted in this Section 10.02 shall be final and binding upon all of the Shareholders, the Optionholders and H.I.G. Cayman and written notice of such selection and appointment shall be provided to Buyer promptly.
Cayman. Cayman represents and warrants that: (i) it has full power to enter into this Agreement; (ii) it has obtained all necessary corporate approvals to enter into and execute the Agreement; (iii) it has not entered and will not enter into any agreements with any third Party that are inconsistent with this Agreement; (iv) Cayman shall fully comply with the requirements of any and all applicable federal, state, local, and foreign laws, regulations, rules, and orders of any governmental body having jurisdiction over the activities contemplated by this Agreement; and (v) that the provisions of this Agreement, and the rights and obligations of the Parties hereunder, are enforceable against Cayman, subject to laws respecting creditors’ rights and general principles of equity.
Cayman. Cayman shall indemnify, defend and hold harmless Aerie and its Affiliates, their directors, officers, employees, agents, successors, and assigns from and against all liabilities, expenses, and costs (including reasonable attorneys’ fees) arising out of any Claim, against any of them by a third party (whether alleging physical injury or death or otherwise) resulting from (i) an act or omission of Cayman that constitutes Gross Negligence or is intentionally wrongful; (ii) any loss of Product for which Cayman bears the risk under Section 2.7; and (iii) any breach by Cayman of any of its representations and warranties under Section 5.1 or 9.1, in each case subject to the requirements set forth in Section 10.3 below and except, in each case, to the extent that Aerie is obligated to indemnify Cayman for such Claim pursuant to Section 10.1).
