Distribution of Indemnity Escrow Sample Clauses

Distribution of Indemnity Escrow. (a) No later than five (5) Business Days following the final determination of the amount of any Losses payable to a Buyer Indemnified Party in accordance with this Article X, the Seller Representative and the Buyer shall instruct the Escrow Agent to pay to the Buyer Indemnified Party, by wire transfer of immediately available funds to an account designated in writing by Buyer, the amount of such Losses from the Indemnity Escrow Account. (b) On the date that is eighteen (18) months after the Closing Date, the Seller Representative and the Buyer shall instruct the Escrow Agent to release 95.134% of all funds then held in the Indemnity Escrow Account (excluding the amount of any Losses for which a Buyer Indemnified Party has timely made a claim for indemnification pursuant to this Article X and which claim has not been finally determined in accordance with this Article X as of such eighteen (18) month date (the “Excluded Losses”)) to the Seller Representative for distribution to the Sellers (pro rata in accordance with their respective Unit Ownership Percentages) and to release 4.866% of all funds in the Indemnity Escrow Account (excluding the Excluded Losses) to TCI for payment to the Option Holders (pro rata in accordance with their respective Option Ownership Percentages). At any time following the eighteen (18) month anniversary of the Closing Date, to the extent that the Indemnity Escrow Account retained for Excluded Losses exceeds the aggregate amount then claimed by Buyer Indemnified Parties as Excluded Losses, then the Seller Representative and the Buyer shall direct the Escrow Agent to distribute such excess amount to Seller Representative and TCI in accordance with the preceding sentence in this Section 10.7(b).
Sample 1
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Distribution of Indemnity Escrow. Except as provided in Section 3.03 hereof, the Escrow Agent shall not make any distribution of the Indemnity Escrow with respect to any Claim made by Buyer hereunder until: (a) it receives the written consent or agreement from Goldcoast with respect to such distribution; or (b) there is a Final Determination with respect to a Disputed Claim.
Sample 1

Related to Distribution of Indemnity Escrow

  • 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.

  • 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.

  • Operation of Indemnities (a) Each indemnity in this document survives the expiry or termination of this document. (b) A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

  • 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.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

  • 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.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • 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

  • 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.

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