Examples of SoOum Shareholders in a sentence
SFI, SoOum and the SoOum Shareholders have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
In the event any Indemnified Party should have an indemnification claim against the SoOum Shareholders under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the SoOum Shareholders in writing and in reasonable detail.
For a period of one (1) year after the Closing Date, the SoOum Shareholders acknowledge and agree that while immediately vested in their shares, they shall not transfer any SFI Shares received by them under this Agreement except pursuant to one or more purchase and sale transactions carried out in accordance with the provisions of Rule 144 of the Securities Act.
The SoOum Shareholders have such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that they are capable of evaluating the merits and risks of this investment in the SFI Shares, and they have been provided with the information they deem necessary or desirable so as to make an informed investment decision without relying upon SFI for legal or tax advice related to this investment.
The failure by any Indemnified Party to so notify the SoOum Shareholders shall not relieve the SoOum Shareholders from any liability that they may have to such Indemnified Party, except to the extent that SoOum has been actually prejudiced by such failure.
If the SoOum Shareholders disputes that liability with respect to such claim in a timely manner, SoOum and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.11.
Subject to the limitations set forth in Section 7.2(b) hereof, no failure or delay by the SFI Group in the performance of the foregoing shall reduce or otherwise affect the obligation of the SoOum Shareholders to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have actually adversely affected the Shareholder’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party is entitled to indemnification hereunder.