Indemnification Assets Clause Samples

Indemnification Assets. To the extent permitted by Section 1 above, Nu Skin Enterprises, Nu Skin United States, Big Planet Holdings and the Affiliate Parties shall have the right to make a claim under the Escrow Agreement against the Escrow Amount for any amounts owing to Nu Skin Enterprises, Big Planet Holdings, Nu Skin United States, or the Affiliate Parties under the Transaction Agreements or the Merger Agreement. Claims for indemnification hereunder that are brought against the Escrow Amount under the Escrow Agreement shall be brought in accordance with the terms and conditions of the Escrow Agreement. In addition, Nu Skin Enterprises for itself or on behalf of Nu Skin United States, Big Planet Holdings or the Affiliate Parties shall be entitled to set-off or recover against any principal or interest payable by it under the Nu Skin Enterprises Note, all amounts owing to Nu Skin Enterprises, Big Planet Holdings, Nu Skin United States, or the Affiliate Parties under the Transaction Agreements or the Merger Agreement. Amounts payable by Nu Skin Enterprises under the Nu Skin Enterprises Note and all amounts (or shares of Nu Skin Enterprises Class A Common Stock or Class B Common Stock substituted at any time for a Stockholder's Allocation Amount (as that term is defined in the Escrow Agreement) held in the Escrow and all interest and earnings on such amounts shall together constitute the "Indemnification Assets." Except for the claims set forth in clauses (i), (ii), and (iii) of Section 1.1 above and claims for Corporate Tax Liability or liability related to the ▇▇▇▇▇▇ Lawsuit (which claims are excluded from the effects of the basket and cap provided in Section 1.1 above), the sole remedy of Nu Skin Enterprises, Nu Skin United States, and the Affiliate Parties shall be limited to claims for indemnification pursuant to the Transaction Agreements. In addition, except for claims set forth in clauses (i), (ii), and (iii) of Section 1.1 above and claims for Corporate Tax Liability or liability related to the ▇▇▇▇▇▇ lawsuit, claims brought by Nu Skin Enterprises, Nu Skin United States, or the Affiliate Parties pursuant to the Transaction Agreements shall be satisfied only from the Indemnification Assets. Except for claims set forth above in clauses (i) and (ii) of Section 1.2.2 (which claims are excluded from the effects of the basket and cap provided in Section 1.2 above), the sole remedy of Nu Skin Enterprises and Big Planet Holdings against the Managers shall be limited to claims fo...