Indemnity Amounts. The Owner Lessor agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.5 hereof any and all indemnity amounts received by the Owner Lessor which are payable by the Facility Lessee to (i) the Indenture Trustee, (ii) the Pass Through Trusts, or (iii) the Pass Through Trustees.
Indemnity Amounts. The Parties hereby agree that any amounts owing pursuant to a Party’s express indemnity obligations under this Agreement shall not be subject to the limitation on damages restrictions set forth in Section 18(c) of this Agreement.
Indemnity Amounts. Indemnity payments to the Holders of the Notes (or their related creditor liquidity providers), or any Series Enhancer or any Interest Rate Hedge Counterparty or any Currency Hedge Counterparty for increased costs, funding costs, breakage costs, taxes, other taxes, expenses or other indemnity payment, including, without limitation, the amounts payable pursuant to the provisions of the related Supplement.
Indemnity Amounts. Fourthly, in or towards payment pro rata of any amount due under clause 4.1(b) (Reimbursement by the company) and clause 4.3(a) (Indemnity for the bank's loss) which is due but unpaid under this Agreement.
Indemnity Amounts. If the Buyer shall incur any Losses (whether pursuant to a Third Party Claim or otherwise) or determine that it is likely to incur any Losses and shall consider that it is entitled to be indemnified against such Losses, the Buyer shall deliver a certificate signed by an officer thereof (an "Officer's Certificate"), to the Seller which Officer's Certificate shall (i) state that the Buyer has incurred Losses, or anticipates that it will incur Losses for which the Buyer is entitled to indemnification pursuant to Section 12.1 and (ii) specify in reasonable detail each individual Loss included in the amount so stated, the date such Loss was incurred, the basis for any anticipated Loss and the nature of the misrepresentation or breach of warranty or agreement to which each such Loss is related and the computation of the amount to which the Buyer claims to be entitled hereunder. In the event that the Seller shall object to the indemnification of the Buyer in respect of any Loss specified in an Officer's Certificate, the Seller shall, within 30 days of receiving such Officer's Certificate, deliver to the Buyer a written notice to such effect and the Seller and the Buyer shall, within the 30-day period beginning on the date of receipt by the Buyer of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Seller shall have so objected. If the Buyer and the Seller shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Buyer and the Seller shall promptly prepare and sign a memorandum setting forth such agreement. If no agreement is reached, the Buyer may commence a cause of action in any court having competent jurisdiction with respect to the Indemnity Escrow Account. The amounts set forth in (A) claims specified in any Officer's Certificate to which the Seller shall not object in writing within 30 days after its receipt of such Officer's Certificate, (B) claims covered by a memorandum of agreement of the nature described in this Section 12.8 and (C) claims the validity and amount of which shall have been determined by a final judgment are hereinafter referred to, collectively, as the "Indemnity Amounts."
Indemnity Amounts. Without prejudice to or duplication of the provisions of Clause 8.1 (Additional Amounts), if the Lender notifies the Borrower that:
Indemnity Amounts. Without prejudice to the Lender’s obligations under Clause 8.2 (Double Tax Treaty Relief), nothing contained in this Clause 8.5 (Tax Credits and Tax Refunds) or Clause 8.7 (Delivery of Forms and Other Instruments) shall interfere with the right of the Lender to arrange its tax affairs in whatever manner it thinks fit nor oblige the Lender to disclose confidential information or any information relating to its Tax affairs generally or any computations in respect thereof.
Indemnity Amounts. On the Closing Date, Purchaser shall segregate the Delayed Stock Consideration at Technology Solutions Company, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. Purchaser and Seller each agrees to treat the Delayed Stock Consideration as delivered and owned by Seller as of the Closing Date. Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be deducted first from the Delayed Stock Consideration. For purposes of satisfying Seller’s obligations pursuant to this Article X, the Shares shall be valued on the Business Day one (1) Business Day prior to the day of set-off, based on the average of the high and low price of the common shares of the Purchaser at the close of business on Nasdaq during the period of five (5) consecutive trading days ending on the Business Day one (1) Business Day prior to the day of set-off. If, at the time of set-off, the common shares of the Purchaser are no longer listed on the Nasdaq, the value shall be based on the fair value thereof determined in good faith by the mutual agreement of Purchaser and Seller, or if Purchaser and Seller are unable to agree, by an investment banker or valuation service selected by Purchaser and Seller. On the first anniversary of the Closing Date, the Purchaser shall release the Delayed Stock Consideration (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Purchaser shall retain an amount equal to the amount of claims for indemnification under this Article X asserted prior to such first anniversary but not yet resolved (“Unresolved Claims”). The Delayed Stock Consideration retained for Unresolved Claims shall be released by the Purchaser (to the extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article X.
Indemnity Amounts. 8 SECTION 10.
Indemnity Amounts. Notwithstanding the definition of Indemnity Amounts in Section 1.01(a) of the Indenture, Indemnity Amounts means any amounts paid by the Seller or the Servicer to the Bond Trustee, for itself or on behalf of the Transition Bondholders, pursuant to Section 5.01(b), 5.0l(c)(ii) and 5.01(e) of the Sale Agreement or Section 5.02(b) of the Servicing Agreement or by the Issuer to the Bond Trustee pursuant to Section 6.07 of this Indenture; provided, however, that Indemnity Amounts shall exclude Liquidated Damages paid pursuant to Section 5.01(c)(ii) of the Sale Agreement.
