Holdback for Claims Sample Clauses

Holdback for Claims. 46 7.5 Survival . . . . . . . . . . . . . . . . . . . . . . . . . 47 7.6 Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . 48
Sample 1
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Holdback for Claims. (a) RECOURSE TO HOLDBACK ACCOUNT. At the Closing, 28,971 shares of Parent Class A Common Stock to be issued to the Stockholders at Closing under this Agreement (plus any additional New Shares (as defined below) as may be issued in respect thereof after the Closing) (collectively, the "Holdback Shares"), will be issued in the name of the Stockholders (in proportion to each Stockholder's respective share ownership in the Company) and held by Buyer to partially secure the indemnification obligations of the Stockholders under SECTION 7.1.
Sample 1
Holdback for Claims. (a) RECOURSE TO HOLDBACK ACCOUNT. At the Closing, 412,641 shares of Precept Common Stock to be issued to the Stockholders at Closing under this Agreement (plus any additional New Shares (as defined below) as may be issued in respect thereof after the Closing) (collectively, the "Holdback Shares"), will be issued in the name of the Stockholders and held by Precept and Merger Sub to partially secure the indemnification obligations of the Stockholders under SECTION 7.1.
Sample 1
Holdback for Claims. (a) RECOURSE TO HOLDBACK ACCOUNT. At the Closing, 451,513 shares of Parent Class A Common Stock to be issued to Xxxxx at Closing under this Agreement (plus any additional New Shares (as defined below) as may be issued in respect thereof after the Closing) (collectively, the "Holdback Shares"), will be issued in the name of Xxxxx and held by Buyer to partially secure the indemnification obligations of Xxxxx under SECTION 7.1. Of the 451,513 Holdback Shares, 71,839 shares are held by Buyer to partially secure the indemnification obligations of Xxxxx arising (i) from the breach by the Company or Xxxxx of SECTION 3.12 hereof relating to Taxes, or (ii) the failure of the Company to properly remit sales taxes (collectively, the "Specific Losses"). The parties hereto have agreed to allocate 71,839 of the Holdback Shares to the Specific Losses set forth in the preceding sentence.
Sample 1
Holdback for Claims 
Sample 1

Related to Holdback for Claims

  • Time for Claims No Indemnifying Party will be liable for any Losses hereunder arising out of a breach of representation or warranty unless a written claim for indemnification is given by the Indemnified Party to the Indemnifying Party on or prior to the third anniversary of the date on which the registration statement covering the resale of the Shares initially became effective.

  • TRUST AND SHAREHOLDER LIABILITY The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee of the Trust.

  • Audits, Investigations or Claims To the knowledge of the Company, no deficiencies for Taxes of the Company or the Company Subsidiary have been claimed, proposed or assessed by any taxing or other governmental authority. There are no pending or, to the knowledge of the Company, threatened audits, assessments or other Actions for or relating to any Liability in respect of Taxes of the Company or the Company Subsidiary, and there are no matters under discussion with any governmental authorities, or known to the Company, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Company or the Company Subsidiary. Audits of federal, state, local and foreign Tax Returns by the relevant taxing authorities have been completed for the periods set forth on Disclosure Schedule 3.23(c) and, except as set forth in such Disclosure Schedule, none of the Company, the Company Subsidiary and their predecessors have been notified that any taxing authority intends to audit a Tax Return for any other period.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Limitation of Liability for Claims The Declaration, a copy of which, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Investors Fund Series" refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only shall be liable. You are hereby expressly put on notice of the limitation of liability as set forth in the Declaration and you agree that the obligations assumed by the Trust on behalf of the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. You understand that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series.

  • Indemnification Procedure for Claims of Third Parties Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

  • NO RIGHTS OR LIABILITIES AS STOCKHOLDERS This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of affirmative action by such Holder to purchase Common Stock by exercise of this Warrant or Common Stock upon conversion thereof, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder hereof shall cause such Holder hereof to be a stockholder of the Company for any purpose.

  • Pledgeholder Liability In the absence of willful or gross negligence, Pledgeholder shall not be liable to any party for any of his acts, or omissions to act, as Pledgeholder.

  • No Rights or Liabilities as Shareholder Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof any rights as a shareholder of the Company or as imposing any obligation on the Holder to purchase any securities or as imposing any liabilities on the Holder as a shareholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

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