Sellers Claims Against the Company Sample Clauses

Sellers Claims Against the Company. If Closing occurs, the Sellers agree that they will not seek, nor will they be entitled to, contribution from, or indemnification by, the Company, under its Charter Document, this Agreement, applicable corporate laws or other laws or otherwise, whether in respect of amounts due from the Sellers to the Purchaser under this Section 9 or otherwise under this Agreement, or for any other reason, and the Sellers will hold the Company, Purchaser and or any Indemnified Person harmless in respect of all such amounts and shall not seek to join the Company in connection with any suit arising under this Agreement or arising in connection with their service as a mangers, directors, officers, employees or agents of the Company prior to the Closing Date. Without limiting the foregoing, the Sellers, as Members of the Company, shall not demand nor shall any of them be entitled to receive a return of its contribution to the Company, and any such demand or right shall be deemed satisfied in full and waived by the payment of the Purchase Price in accordance with the provisions of this Agreement. The Sellers also agrees that they will not make claim against any directors and officers insurance policy maintained or to be maintained by the Company in respect of amounts due by the Sellers to the Purchaser or any Indemnified Person under this Section 9, this Agreement or otherwise, if the carrier of such insurance policy would have any right of subrogation against the Company in respect of such claim and shall indemnify and hold harmless the Purchaser from any such action. The provisions of this Section 9.10 shall not be deemed a waiver by any of the Sellers for any indemnification or other rights any of them may have by reason of their employment by, or services to, the Company (or any successor thereto) following Closing.
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Sellers Claims Against the Company. Each Seller agrees that he, she or it will not seek, nor will he, she or it be entitled to, contribution from, or indemnification by, the Company or any Subsidiary, under the Company's or any Subsidiary's by-laws, this Agreement, applicable corporate laws or other laws or otherwise, in respect of amounts due from the Sellers to Purchaser under this Article X or otherwise under this Agreement, and each Seller will hold the Company, each Subsidiary and Purchaser harmless in respect of all such amounts and shall not seek to join the Company in connection with any suit arising under this Agreement. Each Seller also agrees that he, she or it will not make claim against any directors and officers insurance policy maintained or to be maintained by the Company or any Subsidiary in respect of amounts due by the Sellers to Purchaser under this Article X or otherwise under this Agreement, if the carrier of such insurance policy would have any right of subrogation against the Company or any Subsidiary in respect of such claim and shall indemnify and hold harmless Purchaser from any such action.
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Related to Sellers Claims Against the Company

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Claims Against the School District It is understood that the School District's only obligation is to purchase an insurance policy and pay such amounts as agreed to herein and no claim shall be made against the School District as a result of a denial of insurance benefits by an insurance carrier.

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Issuer The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

  • Complaints Against Teachers When a person makes a written or verbal complaint against a teacher, the principal or designee shall promptly notify the teacher of the complaint, the identity of the complainant, and the teacher shall be given the opportunity to respond. The principal or designee shall investigate the complaint and attempt to resolve the complaint informally if appropriate.

  • Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

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