Consenting Parent definition
Examples of Consenting Parent in a sentence
If Parent, as a Seller, becomes obligated to indemnify any Purchaser Indemnitee with respect to any Claim pursuant to this Section 8.2(b) (other than Section 8.2(b)(i)(C)), the Consenting Parent Equity Holders shall be severally (in proportion to their pro rata share of the Purchase Price actually previously received by them) liable for such indemnification obligation of Parent and no Purchaser Indemnitee shall have any right to indemnification from Parent with respect to such Claim.
If a Claim is made against Parent for USD $1,000,000 (and assuming that the Escrow Fund has been fully depleted and any applicable General Indemnity Threshold therefore has been exceeded), each Consenting Parent Equity Holder would be liable for USD $300,000 and have no further liability under this Section 8.2(b) unless and until such Consenting Parent Equity Holder receives additional Purchase Price amounts.
Upon delivery of a Parent Equity Holder Consent by any Remaining Parent Equity Holder, such Remaining Parent Equity Holder shall be deemed to be a Consenting Parent Equity Holder for all purposes of this Agreement with effect from the Closing.
The following is an example of the pass-through liability described in the preceding sentence: Example: Assume Parent has three Consenting Parent Equity Holders, each of whom has previously received a portion of the Purchase Price equal to USD $300,000 (net of any share of the Escrow Fund and including any undistributed amounts received by the Seller Representative for Parent in respect of such Consenting Parent Equity Holder).
However, the DCS employee or a DCS provider employee may not sign the IEP as a Consenting Parent.
In connection with the transactions contemplated hereby, neither Purchaser nor the Transitory Subsidiary has incurred any obligation to pay any brokerage, finder’s or other fee or commission to any Person for which Sellers, any Remaining Member, Parent Sub or any Consenting Parent Equity Holder or Remaining Parent Equity Holder may be liable.