Examples of Indemnifying Members in a sentence
Each Member (the " Indemnifying Member") shall indemnify the other on demand against any Direct Losses which that other Member suffers or incurs as a result of any claim, action or proceedings issued by any creditor or administrator of any member of the Indemnifying Member's Group relating to the procedure set out in Clause 27 and Clause 28.
The Sellers and Indemnifying Members shall jointly and severally indemnify and hold harmless Purchaser against any such Tax or reduction of any Tax asset.
Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).
The parties acknowledge and agree that the Purchaser or Seller, as the case may be, would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by the Purchaser or Company, Seller Indemnifying Members or the Seller, as the case may be, could not be adequately compensated in all cases by monetary damages alone.
If Parent is required to make a payment to MHRx pursuant to this Section 2.12, such payment shall be made to the Indemnifying Members to the extent that MHRx has distributed the right to receive such payment to such Persons.