SHC Group definition
Examples of SHC Group in a sentence
In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the members of the Seritage Group, on the one hand, and the members of the SHC Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to SHC’s insurance carrier(s) (including any submissions prior to the Closing Date).
Nothing in this Agreement shall or shall be construed to create or establish a relationship of agency, partnership, employer/employee or any other fiduciary relationship between any member of the SHC Group and any member of the Seritage Group, and it is the intent and desire of the parties that the relationship be and be construed as that of independent contracting parties and not as agents, partners, joint venturers or a relationship of employer/employee.
In no event shall SHC, any other member of the SHC Group or any SHC Indemnitee have any Liability or obligation whatsoever to any member of the Seritage Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Seritage Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
SHC shall not make, and shall not permit any other member of the SHC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against Seritage or any other member of the Seritage Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b), subject to the provisions of Section 5.1(c).
The members of each of the Seritage Group and the SHC Group shall each be entitled to offset any payments required to be made under this Agreement against any amounts owed to the SHC Group or the Seritage Group, as applicable, under this Agreement.
Each member of the SHC Group and each member of the Seritage Group shall use commercially reasonable efforts to seek to collect or recover all Insurance Proceeds and all Third-Party Proceeds to which such Person is entitled in respect of a Liability for which such Person seeks indemnification pursuant to this Article V; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.
Except as expressly set forth to the contrary in this Agreement and in the Deeds and subject in all respects to the provisions of Article 5, the sale of the Transferred Properties (including in respect of Transferred Entities) to Seritage is made “AS IS, WHERE IS, WITH All FAULTS”, without warranty or representation (express or implied) of any kind by the SHC Group.
For purposes of this Agreement, “Affiliate” means (i) with respect to Seritage, its Subsidiaries, and (ii) with respect to SHMC, SHC and its Subsidiaries; provided, however, that except where the context indicates otherwise, for purposes of this Agreement, from and after the date of this Agreement, (1) no member of the SHC Group shall be deemed to be an Affiliate of any member of the Seritage Group, and (2) no member of the Seritage Group shall be deemed to be an Affiliate of any member of the SHC Group.
Except as expressly set forth to the contrary in this Agreement and subject in all respects to the provisions of Article 5, the sale of the Transferred Properties (including in respect of Transferred Entities) to Seritage is made “AS IS, WHERE IS, WITH All FAULTS”, without warranty or representation (express or implied) of any kind by the SHC Group.