Distributions and Claims Sample Clauses

Distributions and Claims. (a) Upon obtaining knowledge of any state of facts, claim or demand which has given rise to a claim for indemnification hereunder (referred to herein as an "Indemnification Claim"), the party seeking indemnification (the "Indemnified Party") shall give written notice of such state of facts, claim or demand, specifying, if applicable, the section of the Merger Agreement containing the representation and warranty giving rise to the claim or demand and in reasonable detail all other relevant facts pertaining to the Indemnification Claim ("Notice of Claim") to the party from whom indemnification is sought (the "Indemnifying Party") and to the Indemnification Escrow Agent. In the event that a Notice of Claim is given by Acquiror after the date all Indemnification Escrow Shares have been delivered to Acquiror in satisfaction of other Indemnification Claims, such Notice of Claim shall be delivered only to the Shareholders. No party shall be entitled to give a Notice of Claim after the Indemnification Termination Date or the Audit Date, as the case may be, except with respect to (i) any matter which was the subject of a Notice of Claim given prior to such date or (ii) a claim by Acquiror pursuant to Section 3(d), and then only within the time period specified in such Section 3(d). The Notice of Claim shall set forth the amount of the Adverse Consequences suffered, or the Indemnified Party's good faith, non-binding estimate of the Adverse Consequences which may be suffered, by the Indemnified Party and in the case of a Notice of Claim delivered by the Acquiror after the date all Indemnification Escrow Shares have been delivered to the Acquiror in satisfaction of other Indemnification Claims, the amount to be paid by the Shareholders. Subject to the applicable survival periods set forth in Section 2 hereof, no failure or delay by the Indemnified Party in the giving of a Notice of Claim shall reduce or otherwise affect the Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party has been prejudiced thereby. The date of a Notice of Claim shall be deemed to be:
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Related to Distributions and Claims

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Distributions and Payments Section 4.01.

  • DISTRIBUTIONS AND ADVANCES Section 5.01

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Distributions in General Except as otherwise provided in Article 7 hereof and subject to Sections 17-607 and 17-804 of the Act, for any fiscal year all Cash Available for Distribution, net proceeds from any Terminating Capital Transaction and Financing Proceeds shall be distributed to the Partners at least quarterly.

  • Distributions on Liquidation (a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

  • Distributions and Expenses of Fund For the payment on the account of the Fund of dividends or other distributions to shareholders as may from time to time be declared by the Board, interest, taxes, management or supervisory fees, distribution fees, fees of the Bank for its services hereunder and reimbursement of the expenses and liabilities of the Bank as provided hereunder, fees of any transfer agent, fees for legal, accounting, and auditing services, or other operating expenses of the Fund.

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

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