Indemnity Fund Sample Clauses

Indemnity Fund. The Company expressly agrees that proceedings or threatened litigation may jeopardise the ability of the Company to act expeditiously or in good faith, or which may place persons in a capacity to influence the Company to resist good faith compliance herewith, the Company will, within two (2) days of written request, advance up to $200,000 (CDN) to a trust fund (the “Indemnity Fund”) with counsel of the Indemnitee's choice as assurance and security against possible processes or as security for on-going process. The Company warrants and undertakes that it shall not attack or attach or seek to otherwise impair to diminish such Indemnity Fund and warrants that such trust is established with the Company as settler of the trust and the Indemnitee is for all purposes a trust beneficiary but with sole rights of direction of the same for the purposes hereof, such trust and the assets thereof vest and are established for all purposes in the Indemnitee in the hands of his counsel (as trustee) immediately upon funds being delivered to such counsel and the same is and shall be an irrevocable trust in favour of the Indemnitee for the purposes stated in this Agreement. Regardless of the funding of the Indemnity Fund the Company shall pay all Expenses and the Indemnitee is not required to employ the Indemnity Fund first for Expenses or indemnification (the Indemnity Fund is an assurance of last resort for the Indemnitee for Expenses) but, unless otherwise agreed by the Indemnitee, such fund shall be retained unimpaired as continuing security in the event that the Company fails to provide indemnity at any time or is unable to do so. The Indemnitee may elect to employ such Indemnity Fund to assist any other Agent of the Company, who the Company has failed or unreasonably refused to indemnify (such judgement shall be at the reasonable discretion of the Indemnitee unless the Company shall show just and reasonable cause why such other Agent has no right in law to indemnity and, if required by the Indemnitee, has shown such to the satisfaction of a court) similarly situated to the Indemnitee. At any time that the Indemnitee employs any part of the Indemnity Fund the Company shall replenish the Indemnity Fund immediately at the requirement of the Indemnitee.

Indemnity Fund. Upon resolution passed by the Board, the Corporation may establish a trust or other designated account, grant a security interest or use other means (including, without limitation, a letter of credit), to ensure the payment of certain of its obligations arising under this Article and/or agreements which may be entered into between the Company and its officers and directors from time to time.

Indemnity Fund. Notwithstanding anything to the contrary in this Agreement, the Indemnity Amount shall be deposited by Buyer on the Closing Date with The Bank of New York Trust Company, N.A., as indemnity escrow agent (the “Indemnity Agent”). The Indemnity Amount so deposited with the Indemnity Agent shall initially constitute the indemnity escrow fund (the “Indemnity Fund”) to be held and released in accordance with the provisions of Article VIII and the Indemnity Escrow Agreement. Pursuant to the terms and conditions of the Indemnity Escrow Agreement, all interest, dividends and proceeds received on the Indemnity Amount shall be retained by the Indemnity Agent as part of the Indemnity Fund. The Indemnity Fund shall be governed by the terms set forth herein and in the Indemnity Escrow Agreement. The Indemnity Fund shall be available to indemnify the Buyer Group Members from any Loss or Expense as set forth in Article VIII. All fees and Expenses of the Indemnity Agent shall be shared equally by Buyer and Eastern on the one hand and the Sellers on the other as provided in Closing Date Shared Expense Schedule.

Indemnity Fund. Notwithstanding Section 3.6 of the Share Purchase Agreement, only 50% of the OCV Shares held by Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx shall be placed in and shall be subject to the terms of the Indemnity Fund established pursuant to Section 19 of the Share Purchase Agreement.

Indemnity Fund. The second sentence of Section 19.1 is hereby modified to reflect that the "Pledgors" consist of only Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx.

Indemnity Fund. 1201 The Electrical Construction Industry of British Columbia Indemnity Fund shall be maintained by CLR and the l.B.E.W. Locals 213, 230, 993, and 1003, and shall be part of this Agreement. (Copies of rules are on file at CLR offices).

Indemnity Fund a. Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, the Indemnity Shares in escrow with the Escrow Agent. Such deposit shall constitute the initial Indemnity Fund and shall be governed by the terms and conditions of this Escrow Agreement. The Escrow Agent shall establish a separate subaccount for each Company Shareholder ("SUBACCOUNT") and credit to such Subaccount the number of Indemnity Shares and cash in lieu of fractional shares set forth opposite the name of such Company Shareholder on ANNEX A hereto. b. Immediately after receipt from Parent of the Indemnity Amount, the Escrow Agent shall confirm such receipt in writing to Parent and the Shareholder Representatives. c. All dividends and distributions in respect of the Indemnity Shares, whether in cash, additional Parent Common Stock or other property received by the Escrow Agent shall be distributed currently to the Company Shareholders; provided that stock dividends made to effect stock splits or similar events shall be retained by the Escrow Agent as part of the Indemnity Fund and credited proportionately to the Subaccounts to which the Indemnity Shares are credited. In the event the Indemnity Shares are reclassified or otherwise changed into or exchanged for other securities, property or cash pursuant to any merger, consolidation, sale of assets and liquidation or other transaction, the securities, cash or other property received by the Escrow Agent in respect of the Indemnity Shares shall be retained by it as part of the Indemnity Fund and credited proportionately to the Subaccounts to which the Indemnity Shares are credited. All cash, property, Parent Common Stock and other securities received and retained by the Escrow Agent as described in this Subsection 2(d) are referred to herein as "DISTRIBUTIONS". The provisions of this Section 2 shall apply to successive Distributions. d. Each Company Shareholder shall have the right to vote all Indemnity Shares credited to such Company Shareholder's Subaccount. The Escrow Agent will forward to each Company Shareholder to whose Subaccount any Indemnity Shares are credited all notices of shareholders' meetings, proxy statements and reports to shareholders received by the Escrow Agent in respect thereof and will either (i) vote the Indemnity Shares credited to such Company Shareholder's Subaccount only in accordance with written instructions received from such Company Shareholder, or (ii) forward to such Company Shareholder...

Indemnity Fund. Promptly after the Effective Time, Parent shall deposit 5.11% of the Purchase Price, rounded down to the nearest cent (the "Initial Indemnity Amount") with LaSalle Bank National Association (or another institution selected by Parent with the reasonable consent of the Company) as indemnity and escrow agent (the "Indemnity Agent "). Such deposit shall constitute the initial Indemnity Fund (as defined in the Indemnity Agreement) and shall be governed by the terms set forth herein and in the Indemnity Agreement. Any Holdback Escrow Amount shall be added to the Indemnity Fund. The Indemnity Fund shall be available to indemnify, hold harmless and reimburse any Parent Group Member from any Loss or Expense indemnifiable under this Article VIII and as provided in the Indemnity Agreement. Nothing in this Agreement shall limit the liability of the Company for any breach of any representation, warranty or covenant if this Agreement shall be terminated, provided that, subject to Section 1.5(f)(xviii)(6), resort to the Indemnity Fund shall be the exclusive remedy of the Parent Group Members for any such breaches and misrepresentations following the Effective Time other than for fraud. As used in this Agreement, (i) "

Indemnity Fund. The Buyer shall withhold from the Purchase Price an indemnity fund in the amount of $5,000,000 in the form of cash and Common Stock as set forth in Section 2.2 (the "Indemnity Fund") as a hold-back in order to provide a fund for the payment of any Adverse Consequences resulting from or arising out of (i) the scheduled items set forth on Schedule 4.9, 4.19 and 4.25, (ii) any breach of any representation or warranty of the Sellers contained in this Agreement or in any schedule, exhibit, certificate, document or other item delivered by the Sellers or (iii) any payments required to be made to Buyer in accordance with Section 2.5, above. Any payments made from the Indemnity Fund shall first reduce the number of shares of the Buyer's common stock held within the Indemnity Fund, such shares being valued at the same value as set forth in Section 2.2 herein, and then shall reduce the amount of cash held within the Indemnity Fund. No interest shall accrue on any funds held within the Indemnity Fund. Any dividends received by the Buyer with respect to Common Stock held within the Indemnity Fund shall be retained by the Buyer as part of the Indemnity Fund and released to the Sellers in accordance with the terms of this Section 7.5. The Indemnity Fund shall be retained by the Buyer until the earlier of three business days after delivery of the Closing Date Balance Sheet in accordance with Section 2.5 or ninety days subsequent to the Closing Date (the "Release Date"). If after the Release Date, the Buyer has no claims for indemnification pending, then the Buyer shall pay to the Sellers the Indemnity Fund. If the Buyer has any claims for indemnification pending, any funds reasonably necessary to satisfy such claims shall be retained by the Buyer pending final resolution of such claims, at which point the Buyer shall pay the balance, if any, remaining in the Indemnity Fund, to the Sellers. The Sellers and the Buyer expressly acknowledge that if the Buyer's claims for indemnification for breaches of representations or warranties exceed the amount of such Indemnity Fund, the Sellers and their successors and assigns, shall remain liable for any such excess in accordance with this Section 7.

Indemnity Fund. The Issuer shall make Indemnity Payments into the Account pursuant to this Section 10.1.10 and a separate agreement between the Issuer, Wilmington Trust (London) Limited and Wilmington Trust, National Association and an account bank or agent as may be necessary, on (1) the Issue Date and (2) each scheduled Payment Date in December 2016, June 2017 and December 2017. It is agreed and understood that the sum total of all Indemnity Payments to be made shall be U.S.$1,100,000; however, this should in no way be construed as a limit to or cap on the indemnity provided by the Issuer to the Indemnified Parties. All fees and expenses of the Trustee or the U.S. Trustee that are due and payable in the ordinary course, shall constitute payment obligations of the Issuer that are separate from and are not satisfied by the Indemnity Payments, shall not be paid out of or into the Account and shall be paid in accordance with the terms set out in Section 10.1. The balance of the Account shall be held by the Indemnity Trustees on trust for the following purposes: (i) for the benefit of each Indemnified Party, to discharge any Obligation owed to such Indemnified Party that remains outstanding following a period of three (3) calendar months after such Obligation becomes due and payable; and (ii) to the extent that there are no outstanding Obligations owed to an Indemnified Party on the earlier of (a) the date falling three (3) calendar months after the date that all Bonds have been redeemed, cancelled or converted or (b) the date falling three (3) calendar months after the Issuer certifies to the Indemnity Trustees that there is unlikely to be any further Available Cash (other than pursuant to the release of funds standing to the credit of the Account), for the benefit of the Issuer absolutely. In such circumstances, the Indemnity Trustees will comply with any instructions of the Issuer as regards releasing the credit balance of the Account in accordance with the separate agreement referred to in this Section 10.1.10. The Indemnity Trustees agree that (a) any rights, title and interest in the Account held in trust for the benefit of the Issuer in accordance with Section 10.1.10(ii), shall be transferred to the order and at the cost of the Issuer, upon demand, within two (2) Business Days of such demand. Upon transfer of the credit balance of the Account to the Issuer, the trusts referred to in this Section 10.1.10 shall be fully and finally discharged and (b) any payment made o...