Examples of Shareholder Indemnitors in a sentence
Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholder Indemnitors.
To the extent shares of Acquiror Common Stock remain available to Acquiror under the Escrow Agreement, Acquiror shall satisfy any Indemnification Claim in accordance with the provisions of the Escrow Agreement before pursuing other remedies for an Indemnification Claim against the Shareholder Indemnitors.
A decision, act, consent or ---------------------------------- instruction of the Shareholders' Agent shall constitute a decision of all Shareholder Indemnitors for whom Escrow Shares are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Shareholder Indemnitor, and the Escrow Agent and Agile may rely upon any decision, act, consent or instruction of the Shareholders' Agent as being the decision, act, consent or instruction of each and every such Shareholder Indemnitor.
If the Shareholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Shareholder Indemnitors, then the Shareholder Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor.
In the event MTLM or Isaax, xx applicable, (the "Grantor") after the Closing Date decides to dispose of all or any part of Isaac's Owned Property located in Cuyahoga, Lorain, Medixx xx Summit Counties, Ohio, or property acquired after the Closing Date and made a part of the Owned Property located in such counties (together, the "Sale Property"), it shall first offer the Sale Property by written notice to the Shareholder Indemnitors or their designee (the "Grantee").
SCHEDULE G-2- Schedule H Supplemental Description Of Collateral None SCHEDULE H-1- Schedule I Schedule of Acquired Assets All Acquired Assets as defined in the Asset Purchase Agreement, dated as of April 4, 1997, by and among MLC, Borrower, Seller and the Shareholder Indemnitors listed on the signature pages thereto, including, without limitation, the equipment listed on Attachment 1 hereto.
Unless the Representative (in the case of the Shareholder Indemnitors) or the Parent (in the case of the Parent Indemnitors) has consented to a settlement of a Third Party Claim involving a Shareholder Indemnitor or Parent Indemnitor, as the case may be, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreements.
The Company further agrees that no advancement or payment by the Shareholder Indemnitors on behalf of the Company with respect to any Expenses, judgments, liabilities, fines, penalties and/or amounts paid in settlement for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Shareholder Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.
The execution, delivery and performance of this Agreement by the Company, and the performance of the obligations of each Shareholder Indemnitor which is a trust or other entity, and all other agreements or instruments to be executed by the Company or the Shareholder Indemnitors pursuant to this Agreement, have been properly, fully and duly authorized.
The Shareholder Indemnitors agree to severally indemnify, defend and hold MTLM harmless (with each such Shareholder Indemnitors' liability to MTLM being equal to such Shareholder Indemnitors' proportionate share, as set forth in Schedule 9.1 hereto, of any Indemnifiable Damages, subject to the limitations set forth in Section 9.1(e) below) from and against the aggregate of all Indemnifiable Damages (as defined below).