Indemnification Fund. (a) With respect to any Company Member who has received Buyer Common Stock pursuant to Section 1.2(b) hereof (the “Restricted Stock”), the Company’s and/or Buyer’s remedy hereunder as to such Company Member is to be first recovered from such Restricted Stock.
(b) At Closing, the Restricted Stock will be issued in the name of each Company Member but will be held by a third-party for the vesting period of the Restricted Stock pursuant to the terms of this Agreement (the “Indemnification Fund”) for the purpose of securing, to the extent of the Indemnification Fund, the obligations of each Company Member under Section 5.2 hereof. If, on the first anniversary of the Closing Date, there is no pending Indemnification Claim pursuant to Section 5.2 hereof, one-third of the amount in the Indemnification Fund shall be distributed by the third-party to each Company Member pro rata and the trading restrictions on such shares shall lapse in accordance with Section 1.2(b) hereof. The amount remaining in the Indemnification Fund following the first anniversary of the Closing Date and the above distribution shall remain in the Indemnification Fund, subject to the terms of this Agreement until the second anniversary of the Closing Date. If, on the second anniversary of the Closing Date, there is no pending Indemnification Claim pursuant to Section 5.2 hereof, an additional one-third of the amount in the Indemnification Fund shall be distributed to each Company Member pro rata and the trading restrictions on such shares shall lapse in accordance with Section 1.2(b) hereof. The amount remaining in the Indemnification Fund following the second anniversary of the Closing Date and the above distributions shall remain in the Indemnification Fund, subject to the terms of this Agreement until the third anniversary of the Closing Date. If, on the third anniversary of the Closing Date, there is no pending Indemnification Claim pursuant to Section 5.2 hereof, the remaining amount in the Indemnification Fund shall be distributed to each Company Member pro rata and the trading restrictions on such shares shall lapse in accordance with Section 1.2(b) hereof.
(c) If it is determined that an Indemnification Claim under Section 5.2 hereof should be paid, Buyer shall first recover payment for such claim from the Indemnification Fund in an amount equal to the market value of the shares of Restricted Stock in the Indemnification Fund at the time of such payment. Notwithstanding anything to the...
Indemnification Fund. The Trustee shall, upon receipt of any notice that an amount is payable from the Trust Estate pursuant to the indemnification provisions of a Joint Sharing Agreement, immediately furnish a copy thereof to the Corporation. Thereafter, the Corporation and the Trustee shall promptly determine if, and the extent to which, such amount is so payable and, if and to the extent it is, the Trustee shall transfer such amount to the Indemnification Fund from the Balances in the Revenue Fund, the Surplus Fund (other than that portion of the Balance therein consisting of Eligible Loans), the Reserve Fund, the Administration Fund, the Surplus Fund (including any portion of the Balance therein consisting of Eligible Loans), the Retirement Account, the Principal Account, the Interest Account and the Acquisition Fund, in that order of priority. Any amount so transferred to the Indemnification Fund shall be immediately paid by the Trustee to the appropriate party or parties. Amounts in the Indemnification Fund shall be used only for the purposes specified in the preceding paragraph, and shall not be available for any other purpose, including, but not limited to, payment of Debt Service on or the purchase price of the Notes or Other Obligations.
Indemnification Fund. The board of directors, in its sole discretion, may establish and may fund in advance and from time to time, in whole or in part, a separate provision or provisions, which may be in the form of a trust fund, periodic or advance retainers to counsel, or otherwise as the board of directors may determine in each instance, to be used as payment and/or advances of indemnification obligations under this Article VII; provided, however, that any amount which is contributed to such fund shall not in any way be construed to be a limitation on the amount of indemnification and/or advances of the corporation.
Indemnification Fund. Any monies remaining in the Restitution Fund at the conclusion of the administration of the Victim Compensation and Restitution Plan shall be made available to the investors, other than SunTrust, who own the loans that are the subject of this investigation to the extent any investors request reimbursement of the investors' litigation expenses, if any, arising out of SunTrust's conduct as described in the Statement of Facts. Any monies remaining in the Restitution Fund, at the sooner of three years from the date of this Agreement or the conclusion of the administration of the Victim Compensation and Restitution Plan, that are not used for such reimbursement of litigation expenses will be forfeited to the United States Treasury within 10 days of Sun Trust' s determination that those monies are not needed for reimbursement of such litigation expenses, pursuant to the same rights, obligations, and procedures described in paragraphs 15-18.
Indemnification Fund. To provide a fund (the "Indemnification Fund") for certain of Seller's potential indemnification obligations hereunder, $1,000,000 of the Closing Payment shall be delivered to an escrow agent in Houston, Texas reasonably acceptable to the parties (the "Escrow Agent"), to be held after the Closing Date in accordance with the terms of the Escrow Agreement to be executed by Seller and Purchaser substantially in the form of Exhibit A hereto (the "Escrow Agreement"), subject to any changes (reasonably acceptable to Purchaser and Seller) which may be requested by the Escrow Agent. The Indemnification Fund shall be held and disposed of in accordance with the terms of the Escrow Agreement. All interest and other income on the Indemnification Fund shall be the property of, and shall be paid to, Seller upon final release of all funds held in escrow pursuant to the Escrow Agreement; provided, however, that if Purchaser is entitled to any portion of the Indemnification Fund, Purchaser shall be entitled to any interest or other income attributable thereto.
Indemnification Fund. At the Closing, $2,000,000 of the Purchase Price payable by Buyer to Seller under Section 2.3(a) (the "Indemnity Fund") shall be deposited with the Escrow Agent. The Indemnity Fund shall be held in accordance with the terms hereof and the terms of the Indemnification Escrow Agreement in the form of Schedule 10.8 attached hereto (the "Indemnification Escrow Agreement"). The Indemnity Fund shall be used as a source of funds to satisfy indemnification claims by Buyer under this Section 10; provided, however, that the Indemnity Fund shall not be the only source of funds to satisfy indemnification claims by Buyer and Buyer shall have all of its rights at law and in equity to enforce its indemnification rights under this Section 10. Upon final determination of a claim in favor of Buyer by a court of competent jurisdiction or by mutual agreement of Buyer and Seller, Buyer shall be entitled to the amount of such claim from the Indemnity Fund. Any claims by Buyer against the Indemnity Fund must be made by Buyer before the date which is twelve months after the Closing Date (the "Indemnity Termination Date"). On the Indemnity Termination Date, the Escrow Agent shall disburse to Seller the Indemnity Fund together with all interest earned thereon less the amount of any claims made by Buyer against the Indemnity Fund prior to such date (the "Claim Amount"). The Claim Amount shall be retained by the Escrow Agent in escrow until the underlying claim or claims related thereto have been finally determined by a court of competent jurisdiction or by mutual agreement of Buyer and Seller. Buyer and Seller hereby agree to jointly direct the Escrow Agent to disburse any portion of the Indemnity Fund to any party which is entitled thereto pursuant to the terms hereof.
Indemnification Fund. In order to provide funds which may be used --------------------- to satisfy, in part, Seller's obligation to indemnify Purchaser hereunder, Seller agrees that out of the Purchase Price, Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) shall be placed in escrow pursuant to the terms of an escrow agreement in a form mutually agreed upon by the parties. This deposit shall remain in escrow for a period of ninety (90) days after Closing. This fund shall not be deemed to be the exclusive source of indemnification hereunder.
Indemnification Fund. The Trustee shall, upon receipt of any notice that an amount is payable from the Trust Estate pursuant to the indemnification provisions of a Joint Sharing Agreement, immediately furnish a copy thereof to the Corporation. Thereafter, the Corporation and the Trustee shall promptly determine if, and the extent to which, such amount is so payable and, if and to the extent it is, the Trustee shall transfer such amount to the Indemnification Fund from the Balances in the Revenue Fund, the Surplus Fund (other than that portion of the Balance therein consisting of Eligible Loans), the Reserve Fund, the Administration Fund (other than that portion of the Balance therein necessary to pay Administrative Expenses and Note Fees due during the next thirty (30) days), the Surplus Fund (including any portion of the Balance therein consisting of Eligible Loans), the Retirement Account, the Principal Account, the Interest Account and the Acquisition Fund, in that order of priority. Any amount so transferred to the Indemnification Fund shall be immediately paid by the Trustee to the appropriate party or parties. Amounts in the Indemnification Fund shall be used only for the purposes specified in the preceding paragraph, and shall not be available for any other purpose, including, but not limited to, payment of Debt Service on or the purchase price of the Notes or Other Obligations.
Indemnification Fund. 24 7.4 Offset.................................................................................................25 7.5 Indemnification by Acquiror or Acqcorp.................................................................25 7.6 Attorneys' Fees........................................................................................26 7.7 Notices................................................................................................26 7.8 Interpretation.........................................................................................26 7.9 Counterparts...........................................................................................27
Indemnification Fund
