Jointly/Severally definition

Jointly/Severally means (a) with respect to the Non-ESOP Securityholders’ payment obligations with respect to Purchase Price adjustments as set forth in Section 2.5(e) for amounts in excess of the Adjustment Escrow Amount, severally but not jointly for each Non-ESOP Securityholder in accordance with such Non-ESOP Securityholder’s Allocable Share, (b) with respect to the Securityholders’ payment obligations with respect to Taxes as set forth in Section 5.1, (i) jointly and severally for all Securityholders for all amounts due to be paid from the Securityholder Expense Escrow Amount, and (ii) for amounts in excess of the Securityholder Expense Escrow Amount, severally but not jointly for each Non-ESOP Securityholder in accordance with such Non-ESOP Securityholder’s Allocable Share, (c) with respect to the Securityholders’ obligations in Article VI (and subject to the limitations expressly set forth therein, including, for the avoidance of doubt, the Primary Cap Amount, the Incremental Cap Amount, and the Ultimate Cap Amount), (i) jointly and severally for all Securityholders for all Damages due to be paid or payable to Buyer or any other Buyer Indemnified Party from the Indemnification Escrow Amount up to the Primary Cap Amount, (ii) jointly and severally for all Non-ESOP Securityholders for all Damages due to be paid or payable to Buyer or any other Buyer Indemnified Party from the Indemnification Escrow Amount in excess of the Primary Cap Amount, and (iii) for amounts in excess of the Indemnification Escrow Amount, (A) other than amounts arising from inaccuracies in or breaches of the Seller Ownership and Authority Representations, severally but not jointly for each Non-ESOP Securityholder in accordance with such Non-ESOP Securityholder’s Allocable Share, and (B) with respect to amounts arising from inaccuracies in or breaches of the Seller Ownership and Authority Representations, individually for each Non-ESOP Seller for breaches by such Non-ESOP Seller and severally for each Non-ESOP Securityholder for breaches by the ESOP in accordance with such Non-ESOP Securityholder’s Allocable Share.
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Jointly/Severally means, subject to the limitations expressly set forth in this Agreement, including the limitations expressly set forth in ARTICLE VII, (a) jointly and severally for all Sellers for all Losses and Liabilities due to be paid or payable to Buyer or any other Buyer Indemnified Party from the Escrow Amount, and (b) for amounts in excess of the Escrow Amount, severally but not jointly for each Company Principal in accordance with such Company Principal’s Allocable Share; provided, however, no Seller shall have any Liability for Losses due to be paid or payable to any Buyer Indemnified Party pursuant to Section 7.02 that are in excess of the Escrow Amount as a result of a breach by another Seller of (x) the representations and warranties of such other Seller regarding such other Seller in Section 3.01(a) (Organization), Section 3.01(d) (Authority), Section 3.02(b) (Membership Interests), and Section 3.04(b) (No Conflicts; Consents), or (y) the covenants of such other Seller in Section 5.02 (Confidentiality) and Section 5.06 (Restrictive Covenants), and all of such Liability that is in excess of the Escrow Amount shall be borne solely by the Seller responsible for such breach.
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Examples of Jointly/Severally in a sentence

  • If the then current balance of the Securityholder Expense Escrow Amount is insufficient to cover the entire amount required to be paid, then the Non-ESOP Securityholders, Jointly/Severally, shall promptly pay to Buyer the unpaid portion of such amount by wire transfer of immediately available funds to the account designated by Buyer to the Securityholder Representative in writing.

  • Any amounts payable to Buyer pursuant to this ARTICLE VI shall be satisfied: (i) from the Indemnification Escrow Fund; and (ii) to the extent such amounts exceed the amount available to Buyer in the Indemnification Escrow Fund, from Sellers Jointly/Severally.

  • If any Pre-Closing Tax Refund or portion thereof is subsequently disallowed or required to be returned to the applicable Governmental Authority, then the Non-ESOP Securityholders, Jointly/Severally, shall promptly return all such amounts (plus any interest in respect of such amounts owed to the applicable Governmental Authority) to Buyer.

Related to Jointly/Severally

  • Joint and Several means if the Tenant is more than one person or entity forming the Tenant they are jointly and equally responsible for the payment of all Rent and liabilities or any breach of the obligations specified within the Tenancy Agreement during the Tenancy or any extension, or continuation of it as a fixed term or periodic tenancy. Individually each person forming the Tenant is responsible for payment of all rent and liabilities and compensation for any breach of the Tenancy Agreement.

  • Indemnify means an undertaking to pay any damages, claim or taxed costs awarded by a court or agreed to by the municipality in terms of a formal settlement process;

  • States Parties means the States Parties to the Convention;

  • reimburse /“reimbursement” means reimbursement by RAC under the reimbursement process;

  • Secondary Obligations means all Obligations other than Primary Obligations.