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...
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Related to Indemnification Assets

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Indemnification of Seller Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to: (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract; (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3