Accounts Receivable Indemnification Sample Clauses

Accounts Receivable Indemnification. From and after the ----------------------------------- Closing, Xxxx-Xxxxxx shall indemnify, pay, reimburse, defend and otherwise hold harmless the Loomis Stockholders Trust from and against any Accounts Receivable Reserve Excess; provided, however, that notwithstanding anything in this -------- ------- Agreement to the contrary, in no event will Xxxx-Xxxxxx be liable hereunder for any amount of Accounts Receivable Reserve Excess greater than $500,000 in the aggregate. As used in this Agreement, "Accounts Receivable Reserve Excess" ---------------------------------- means the amount in excess of $2,000,000, if any, of gross accounts receivable of Xxxxx Fargo reflected on the WF Final Balance Sheet ("WF Accounts ----------- Receivable") that are not collected within 180 days after the Closing Date, ---------- minus any amounts previously paid by Xxxx-Xxxxxx to the Loomis Stockholders ----- Trust for Accounts Receivable Reserve Excess pursuant to this Section 12.2. Newco hereby agrees to pursue the collection of the WF Accounts Receivable in the same manner and at the same level of diligence as Newco shall pursue the collection of its other similar accounts receivable. Not later than 195 days after the Closing Date, Newco shall give notice, certified by the Chief Financial Officer of Newco (the "Receivables Notice"), to Xxxx-Xxxxxx and the ------------------ Loomis Stockholders Trust setting forth the collection of WF Accounts Receivable through such 180th day and the amount, if any, of any Accounts Receivable Reserve Excess, together with a written description in reasonable detail of the calculation thereof. Following the date of such Receivables Notice, Xxxx-Xxxxxx shall have 30 days within which to (i) pay the amount of any Accounts Receivable Reserve Excess set forth in the Receivables Notice to the Loomis Stockholders Trust or (ii) provide Newco and the Loomis Stockholders Trust written objection (the "Receivables Objection") to the calculation of the amount of Accounts --------------------- Receivable Reserve Excess, if any. The Loomis Stockholders Trust shall then have 30 days to review and respond in writing to the Receivables Objection. If Xxxx- Xxxxxx and the Loomis Stockholders Trust are unable to resolve any disagreements with respect to the determination of the Accounts Receivable Reserve Excess within 30 days following the Loomis Stockholders Trust's response to the Receivables Objection, Xxxx-Xxxxxx may refer their remaining differences to the...
Sample 1
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Accounts Receivable Indemnification. If any of the Receivables reflected in the Closing Balance Sheet prepared pursuant to Section 2.3(c)(i) are not collected in full, net of any reserves for bad debts stated therein and as taken into account in determining the Net Working Capital Adjustment Amount as provided in Section 2.3, including all reasonable out-of-pocket collection expenses incurred in connection with Buyer’s commercially reasonable efforts to collect any such Receivable, regardless of success (such amounts being the “AR Shortfall”), by the date that is 120 days after the Closing Date, upon written notice by Buyer delivered to Seller not later than the date that is 150 days after the Closing Date, Buyer may make a claim for indemnification for the full amount of the AR Shortfall, and Seller shall indemnify, save and hold harmless Buyer for such amount.
Sample 1
Accounts Receivable Indemnification. (a) At the written request of Buyer given during the period commencing on the 120th day following the Closing Date (“Uncollected A/R Determination Date”) and ending on the 150th day following the Closing Date (the “Uncollected A/R Indemnity Period”), Sellers shall indemnify Buyer for an amount (“Closing Receivables Payment”) equal to (i) the unpaid balance of all Closing Accounts Receivable as of the Uncollected A/R Determination Date (exclusive of any such Closing Accounts Receivable which Buyer elects to retain) (all such unpaid Closing Accounts Receivable, exclusive of any retained Closing Accounts Receivable are referred to herein as “Uncollected Accounts Receivable”) less (ii) an amount equal to the Closing A/R Reserve as reserved in accordance with GAAP consistent with past practices. All indemnification obligations under this Section 8.11(a) are subject to the limitations of Section 8.4(a) and 8.4(d), but not Section 8.4(c).
Sample 1

Related to Accounts Receivable Indemnification

  • Securitization Indemnification (i) Borrower agrees to indemnify, hold harmless and defend the Indemnified Parties from and against any and all proceedings, losses, claims, damages, liabilities, penalties, costs and expenses (whether initiated or sought by Governmental Authorities or private parties), including Attorneys’ Fees and Costs, which may be incurred by any Indemnified Party (either directly or indirectly), which arise out of, are in any way related to, or are as a result of a claim that the Borrower Information contains an untrue statement of any material fact or the Borrower Information omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (collectively, the “Securitization Indemnification”).

  • Servicer Liability The transferor of servicing shall be liable to the Master Servicer and the Trustee for any servicing obligation violations that occur before, during, and up to and including the day the portfolio is actually transferred. The transferee of servicing shall be liable for any breach of servicing obligations that occurs after the transfer of the servicing portfolio.

  • Dealer Agreement Indemnification A. Distributor acknowledges and agrees that certain large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings and indemnification that are not included in the Standard Dealer Agreement.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied by the Adviser for inclusion therein.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.

  • Exculpation, Indemnification, Advances and Insurance (a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Subsidiary of the Company, any officer of the Company or a Subsidiary, or any Member or any holder of any equity interest in any Subsidiary of the Company, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a director or officer of the Company or any Subsidiary of the Company or the Manager, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Manager (and its officers) are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this ‎Section 5.4 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this ‎Section 5.4(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

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