Indemnification Proceeds Sample Clauses
The Indemnification Proceeds clause defines how any payments or recoveries received as a result of indemnification claims are to be handled between the parties. Typically, this clause outlines the process for distributing funds received from third parties, such as insurance payouts or settlements, that relate to losses covered by indemnification obligations. For example, if an indemnified party receives compensation from an insurer for a loss, the clause may require that amount to be offset against any indemnity payments owed by the indemnifying party. The core function of this clause is to prevent double recovery and ensure that indemnification payments accurately reflect the net loss suffered, thereby promoting fairness and clarity in the allocation of risk and compensation.
Indemnification Proceeds. When Manager receives Indemnification Proceeds, Manager shall retain for its own account, and shall not be required to deposit into the Owner Bank Account, Indemnification Proceeds to the extent Manager has not been reimbursed for the costs incurred by Manager to which such Indemnification Proceeds apply, and shall, within seven (7) days after receipt, deposit the balance of such Indemnification Proceeds into the Owner Bank Account.
Indemnification Proceeds. For any accounting period, all proceeds received by the Manager from Lessees pursuant to the Leases, insurance or other sources, including amounts received from the insurance specified in the Management Agreement, for indemnification of liability and loss with respect to the Containers, excluding Casualty Proceeds, Net Cash Sales Proceeds and Miscellaneous Borrower Proceeds, in each case allocable to the Containers (as set forth in the Intercreditor Agreement).
Indemnification Proceeds. Notwithstanding anything to the contrary contained in this Agreement, the indemnification obligations of the Parties set forth in Section 11.2 and Section 11.3 shall be subject to the following limitations:
(a) The indemnification obligations of Seller set forth in Section 11.2 shall be limited as follows:
(i) a Buyer Indemnified Party shall not be entitled to indemnification pursuant to Section 11.2(a) (other than with respect to the Fundamental Reps) unless and until the aggregate amount of all Losses incurred by all Buyer Indemnified Parties that otherwise would be payable pursuant to Section 11.2(a) exceeds [***] (the “Basket Amount”), provided that if such Basket Amount is met, then Seller will be liable for all such Losses in excess of the Basket Amount;
(ii) the amount that a Buyer Indemnified Party is able to recover with respect to any Loss under Section 11.2(a) (other than with respect to the Fundamental Reps) is limited to, and will not exceed,[***]; and
(iii) the aggregate amount that the Buyer Indemnified Parties are able to recover with respect to the Fundamental Reps is limited to the Purchase Price.
(b) The indemnification obligations of Buyer set forth in Section 11.3 shall be limited as follows:
(i) a Seller Indemnified Party shall not be entitled to indemnification pursuant to Section 11.3(a) (other than with respect to the Fundamental Reps) unless and until the aggregate amount of all Losses incurred by all Seller Indemnified Parties that otherwise would be payable pursuant to Section 11.3(a) exceeds the Basket Amount, provided that if such Basket Amount is met, then Buyer will be liable for all such Losses in excess of the Basket Amount; and
(ii) the amount that a Seller Indemnified Party is able to recover with respect to any Loss under Section 11.3(a) (other than with respect to the Fundamental Reps) is limited to, and will not exceed, [***].
(c) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
(d) Notwithstanding anything to the contrary set forth in this Section 11.4, none of the limitations on the indemnification obligations of the Parties shall apply to claims based on actual, knowing and intentional fraud.
Indemnification Proceeds. Seller has agreed to indemnify and hold Buyer harmless from certain claims, causes of action, or damages arising from all times prior to the Closing Date as provided in Section 5.2(a) hereunder ("Seller's Indemnity"). The Seller and Buyer have agreed that $1,000,000.00 of the Cash Portion of the Purchase Price shall be escrowed with Suntrust Bank ("Indemnity Escrow Agent") for eighteen (18) months from the date of Closing as security for the Seller's Indemnity ("Indemnification Proceeds") pursuant to the terms and conditions of an escrow agreement to be negotiated among the parties.
Indemnification Proceeds. For any accounting period, all proceeds due to the Manager or the Sub-Manager, on its own behalf or as agent of the Borrower, from Lessees pursuant to the Leases, insurance or other sources, for indemnification of liability and loss with respect to the Borrower’s Fleet, excluding Casualty Proceeds, Sales Proceeds and Miscellaneous Owner Proceeds.
Indemnification Proceeds. Notwithstanding anything to the contrary contained in this Agreement, the indemnification obligations of the Parties set forth in Section 11.2and Section 11.3shall be subject to the following limitations:
(a) The indemnification obligations of Seller set forth in Section 11.2shall be limited as follows: [***]
(b) The indemnification obligations of Buyer set forth in Section 11.3 shall be limited as follows: [***]
(c) For purposes of this Article 11, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
(d) Notwithstanding anything to the contrary set forth in this Section 11.4, none of the limitations on the indemnification obligations of the Parties shall apply to claims based on actual, knowing and intentional fraud.
Indemnification Proceeds. For any accounting period, all proceeds received by the Manager from Lessees pursuant to the Leases, insurance (including without limitation default insurance with respect to Lessees) or other sources, including amounts received from the insurance specified in the Management Agreement, for indemnification of liability and loss with respect to the Containers, excluding Casualty Proceeds, Net Cash Sales Proceeds and Miscellaneous Borrower Proceeds, in each case allocable to the Containers (during the Servicing Transition Period, as set forth in the Management Agreement, and at any time following the end of the Servicing Transition Period, as set forth in the Intercreditor Agreement).