DISTRIBUTION OF INDEMNIFICATION ESCROW AMOUNT Sample Clauses

DISTRIBUTION OF INDEMNIFICATION ESCROW AMOUNT. If there are --------------------------------------------- Indemnification Claims pending as of the Distribution Date with respect to the Indemnification Escrow Amount, the amount of Losses under such disputed Indemnification Claims (the "Disputed Indemnification Escrow Amount") for purposes of the calculations in the following sentence of this Section 3.5 shall be as decided in writing by NDC and the Stockholder Representative; provided, that if NDC and the Stockholder Representative are not able to agree on the Disputed Indemnification Escrow Amount by such Distribution Date, the Disputed Indemnification Escrow Amount shall be the amount claimed by NDC in its notice of Indemnification Claim. Upon determination of the Disputed Indemnification Escrow Amount in accordance with the preceding sentence, the Escrow Agent shall promptly deliver to the Stockholders a distribution of cash, if any, in immediately available funds, and shares of NDC Common Stock from the Indemnification Escrow Amount, equal to the difference between the Aggregate Value as of the Distribution Date of the Indemnification Escrow Amount and the Disputed Indemnification Escrow Amount (the "Undisputed Indemnification Escrow Amount"), and such amount shall be paid to the respective Stockholders in accordance with their respective Percentage Interests. Any delivery of NDC Common Stock to Stockholders shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Stockholders. Upon the final resolution as agreed by NDC and the Stockholder Representative in writing of the amount of the Losses under Indemnification Claims pending as of the Distribution Date with respect to the Indemnification Escrow Amount (the "Final Indemnification Claim") for which a Disputed Indemnification Escrow Amount was retained in escrow, the Escrow Agent shall promptly distribute to NDC an amount in cash, if any, in immediately available funds, and shares of NDC Common Stock from the Indemnification Escrow Amount with an Aggregate Value as of the date of final resolution equal to the Final Indemnification Claim and shall deliver any remaining Disputed Indemnification Escrow Amount to the Stockholders in accordance with their respective Percentage Interests.
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Related to DISTRIBUTION OF INDEMNIFICATION ESCROW AMOUNT

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Procedure for Payment of Indemnifiable Amounts Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

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