Indemnification Funds Sample Clauses

Indemnification Funds. Any Buyer Damages to be indemnified hereunder shall be first satisfied by payment from the Escrow Amount pursuant to the Escrow Agreement and, if the Escrow Amount is insufficient to satisfy such Buyer Damages in full, by the Seller Shareholders, who shall be jointly and severally liable for the entire amount of such Buyer Damages.
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Indemnification Funds. At all times following the Closing Date and prior to the Survival Expiration Date, Seller JV shall (i) hold and maintain funds in its own name in an amount not less than the Indemnification Amount plus such additional amount as may reasonably be expected to be necessary to satisfy any and all liabilities of Seller JV other than under this Article XI (such funds, as reduced by any payments to Purchaser on account of the Indemnification Amount, the “Indemnification Funds”), (ii) not sell, transfer, pledge, hypothecate, encumber or grant any direct or indirect interest in or to the Indemnification Funds, (iii) not conduct any new operations or incur any new liabilities or indebtedness other than with respect to any Property that remains owned by the Sellers, and (iv) not liquidate, wind-up or dissolve; provided, however, that in the event that Purchaser has made any Indemnification Claim as to which notice was provided in accordance with Section 11.1 prior to the Survival Expiration Date, Seller JV’s obligations in this sentence shall continue with respect to the amount of Damages estimated by Purchaser with respect to such Indemnification Claim until the date upon which the obligations of Sellers pursuant to Article XI with respect to such claim shall have been satisfied in full or such Indemnification Claim has been resolved.
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Indemnification Funds. Section 11.5
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Indemnification Funds. (i) In the event that the Escrow Agent does not receive written notice of any claim against the Indemnification Funds ("Notice of Claim") from DHT or the Surviving Corporation on or before December 31, 1997 (the "Indemnification Period"), then the Indemnification Funds shall be delivered to the Shareholders as soon as is reasonable practicable.
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Indemnification Funds. The Holdback Funds shall be available to reimburse the Parent Indemnified Parties for any Damages for which they are entitled to be indemnified hereunder. To the extent the aggregate dollar amount of Damages asserted in claims against the Holdback Fund as of the last day of the Earn-out Period exceeds the total amount of the Holdback Funds, Parent shall have the right to withhold any required payments of the Earn-out Amount otherwise payable to the Indemnifying Shareholders under Section 2.4 of this Agreement. Any such amounts withheld shall be treated as additional Holdback Funds pursuant to this Section 13. The amounts otherwise payable as Earn-out Amount that are held back under this Section 13.2, together with the Holdback Funds, shall be referred to as the “Indemnification Funds.” The Indemnification Funds shall also be available to satisfy Active Founder Claims (as defined in Section 13.3(c)) to the extent provided by Section 13.3(c).
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Indemnification Funds. The $250,000 transferred into the trust account of Leonard W. Burningham, Exx. xxxx xx xxxxxxxx to the party who transferred such funds without any deduction therefrom or interest thereon.
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Indemnification Funds. 7 1.56 INDEMNIFIED PARTY.............................................................7 1.57
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Indemnification Funds. Such term shall have the meaning provided in Section 2.5(b)(i).
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Indemnification Funds. The Indemnity Obligation Escrowed Shares shall constitute the sole source of assets for satisfaction of any liabilities of DBBC arising under this Article 11 (other than indemnity obligations arising out of intentional fraud). Any Claim by Buyer shall be increased by an amount equal to the reasonable costs of registering and liquidating the Indemnity Obligation Escrowed Shares necessary to satisfy the Claim, irrespective of when or if such registration is undertaken.
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Related to Indemnification Funds

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

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

  • Indemnification Payments The indemnification required by Sections 6.1 and Section 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

  • Indemnification Escrow On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually agreeable escrow agent, pursuant to which $250,000 of the proceeds of the Offering will be deposited by the Company, in connection with the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not subject to an indemnification claim as of the nine-month anniversary of the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

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

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Other Indemnification Provisions The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have for breach of representation, warranty, or covenant.

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