Bishxx Xxxemnitors Sample Clauses

Bishxx Xxxemnitors. Pursuant to Article X hereof, the Selling Securityholders listed on Part 2 of Schedule V (the "Bishxx Xxxemnitors") have agreed to indemnify the Buyer Indemnified Parties from and against certain Buyer Indemnified Costs. Pursuant to (i) the Stock Purchase Agreement (the "Bishxx Xxxchase Agreement") dated as of August 22, 1996 by and among Fojtxxxx Xxxpanies, Inc. and the Bishxx Xxxemnitors and (ii) the Securities Exchange Agreement (the "Bishxx Xxxhange Agreement", and collectively with the Bishxx Xxxchase Agreement, the "Bishxx Xxxeements") dated as of August 22, 1996 by and among the Company, FCI Holding Corp., the Bishxx Xxxemnitors and the FCI Holders (as defined in the Bishxx Xxxhange Agreement), the Bishxx Xxxemnitors have also agreed to indemnify the Company, FCI Holding Corp., the FCI Holders (as defined in the Bishxx Xxxhange Agreement), Fojtxxxx Xxxpanies, Inc., the Bishxx Xxxsidiaries (hereinafter defined) and their respective directors, officers, employees and affiliates (collectively, the "Bishxx Xxxemnitees") from and against certain "Losses" (as defined in Section 13.1 of the Bishxx Xxxchase Agreement and Section 11.1 of the Bishxx Xxxhange Agreement, also referred to herein as "Losses"). On or prior to Closing, the Company, the Bishxx Xxxemnitor Representative (hereinafter defined) (on behalf of the Bishxx Xxxemnitors), Buyer and Escrow Agent shall enter into, and the Company shall cause Fojtxxxx Xxxpanies, Inc. to enter into, an Indemnification Escrow Agreement in the form of Exhibit E, subject only to the comments, if any, of Escrow Agent as to its rights and obligations thereunder (the "Bishxx Xxxemnification Escrow Agreement") and the Company and the Bishxx Xxxemnitor Representative shall enter into, and the Company shall cause Fojtxxxx Xxxpanies, Inc. to enter into, and use its best efforts to cause Bingxxx, Xxxx & Xoulx XXX to enter into, the Bishxx Xxx-Sell Amendment referred to in Section 1.8(c). Notwithstanding any other provision in this Agreement to the contrary, in order to secure (i) the indemnity obligations of the Bishxx Xxxemnitors to the Buyer Indemnified Parties under this Agreement, and (ii) the indemnity obligations of the Bishxx Xxxemnitors to the Bishxx Xxxemnitees under the Bishxx Xxxeements, a portion of the Redemption Price which would otherwise be delivered to the Bishxx Xxxemnitors at Closing equal to $3,000,000 (the "Bishxx Xxxrowed Amount") shall be deposited into and held in escrow pursuant to the terms of the ...
Sample 1
AutoNDA by SimpleDocs
Bishxx Xxxemnitors. With respect to any claim by a Buyer Indemnified Party against any Bishxx Xxxemnitor for Buyer Indemnified Costs payable under Article X of this Agreement (including, without limitation, Unlimited Claims), the Buyer Indemnified Party shall first seek payment only out of the Bishxx Xxxrowed Amount for all amounts due to the Buyer Indemnified Party from such Bishxx Xxxemnitor with respect to such claim in an amount not to exceed the Maximum Escrow Amount (as defined below) of such Bishxx Xxxemnitor. In no event shall the Buyer Indemnified Party be entitled to be paid out of the Bishxx Xxxrowed Amount in respect of claims for Buyer Indemnified Costs under this Agreement against a Bishxx Xxxemnitor
Sample 1
Bishxx Xxxemnitors. Each Bishxx Xxxemnitor hereby covenants and agrees with Buyer that, if such Bishxx Xxxemnitor is or becomes obligated to indemnify a Buyer Indemnified Party for Buyer Indemnified Costs under this Article X, such Bishxx Xxxemnitor hereby authorizes and directs the Bishxx Xxxemnitor Representative (hereinafter defined) to, on behalf of such Bishxx Xxxemnitor, execute and deliver to the Escrow Agent written instructions to release to such Buyer Indemnified Party such amounts of the Bishxx Xxxrowed Amount as are necessary to indemnify such Buyer Indemnified Party for such Buyer Indemnified Costs.
Sample 1

Related to Bishxx Xxxemnitors

  • Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

  • WHERXXX xx xxx xxxxxxx xxxxxx xx xxx xxxxxxxx, the Seller purchases certain retail installment sale contracts secured by new and used automobiles and light duty trucks from motor vehicle dealers.

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

  • WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS, L.P., a Delaware Limited Partnership ("Restart"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • HORIZONR Gateway HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

  • Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • Xxxx Xxxxx Xxxxx Xx (In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!