Escrow Arrangements; Limitations on Indemnity Sample Clauses

Escrow Arrangements; Limitations on Indemnity. As partial security for the obligations of each Shareholder and IC Global pursuant to this Article VII, the Escrow Amount shall be deposited with an escrow agent and shall be controlled pursuant to the terms of the escrow agreement (the "ESCROW AGREEMENT") in substantially the form attached hereto as Exhibit K. Unless a claim against such escrow has been received by the escrow agent on or before the two (2) year anniversary of the Exchange Date, all of the Escrow Amount shall be distributed to Shareholders and, if such a claim is made, shares shall be released to the extent not necessary to cover any such claim. SmartForce or Acquisition Corp. shall pay all expenses related to the establishment of the escrow account. Notwithstanding anything contained in this Agreement to the contrary, SmartForce or Acquisition Corp. shall be entitled to exercise any remedies available to them under applicable law with respect to any SmartForce Indemnifiable Claim including, without limitation, all remedies in equity (including specific performance).
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Escrow Arrangements; Limitations on Indemnity. (a) As partial security for the obligations set forth in Section 8.2 of each Shareholder pursuant to this Article VIII, the Escrow Amount shall be deposited with Xxxxx Fargo, N.A., as an escrow agent, and shall be controlled pursuant to the terms of the escrow agreement (the "ESCROW AGREEMENT") in the form attached hereto as Exhibit E. SmartForce shall pay all expenses related to the establishment and maintenance of the escrow account.
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Related to Escrow Arrangements; Limitations on Indemnity

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Limitation on Indemnity Notwithstanding anything contained herein to the contrary, the Company shall not be required hereby to indemnify the Indemnitee with respect to any action, suit, or proceeding that was initiated by the Indemnitee unless (a) such action, suit, or proceeding was initiated by the Indemnitee to enforce any rights to indemnification arising hereunder and such person shall have been formally adjudged to be entitled to indemnity by reason hereof, (b) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (c) otherwise ordered by the court in which the suit was brought.

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Limitation on Indemnities The indemnities provided in this Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any agreement of MSIL contained in this Agreement to the extent caused by such event. Likewise, the indemnities provided in this Section 2 by MSIL to Customer and its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs or expenses arising out of, or based upon, any material breach of any representation, warranty or agreement of Customer contained in this Agreement to the extent caused by such breach.

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