Indemnity Adjustment Clause Samples
Indemnity Adjustment. The Parties agree that, if permitted by applicable law, the payment of any indemnity under this Clause is deemed to be an adjustment to the “SOCIAL SHARE” Price, unless otherwise agreed upon by the Parties.
Indemnity Adjustment. Within two Business Days of receipt by the Escrow Agent of an Approved Indemnity Payment Notice, an Indemnity Settlement Notice or an Indemnity Judgment Notice (each, a "Notice"), the Escrow Agent shall pay to the Purchaser from the Escrow Account (to such account or accounts as Purchaser shall have designated in such Notice), an amount equal to the amount set forth in such Notice, including interest thereon computed in accordance with Section 2.12(f) of the Purchase Agreement.
Indemnity Adjustment. If Seller is liable to make an indemnification payment to Purchaser pursuant to Article VII of this Agreement and the Conversion Date has not occurred at the time of delivery of the relevant indemnity claim, the Conversion Amount shall be reduced by an amount equal to such indemnification payment.
Indemnity Adjustment. As promptly as practicable but not later than two business days after the date that is 15 months after the Effective Time, the Escrow Agent shall pay to Sellers’ Representative for distribution to the Holders, an amount (the “Indemnity Adjustment”) equal to the excess, if any, of the then remaining Escrow Amount (together with any earnings thereon) over the sum of the amount of any Damages as to which Buyer is entitled pursuant to Article IX but has not been paid plus the Claim Amounts (as defined below) of all claims by Buyer for which a Claim Notice (as defined below) has been delivered prior to the expiration of such 15 month period but has not been resolved pursuant to Article IX (“Pending Indemnity Claims”). As promptly as practicable but not later than two business days after any Pending Indemnity Claims have been resolved pursuant to Article IX (on a claim-by-claim basis), the Escrow Agent shall pay to Sellers’ Representative for distribution to the Holders the excess, if any, of the Indemnity Adjustment (determined as provided above after taking account of the then current status of all Pending Indemnity Claims) over all amounts previously paid to the Sellers’ Representative in respect of the Indemnity Adjustment.