Indemnity Offset Sample Clauses

Indemnity Offset. The Operator will defend, indemnify and hold harmless the Institution and its Affiliates (and their respective employees, trustees, officers, directors and representatives, and their successors in interest) from and against any and all losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claim, action, suit or proceeding (“Claim”), to the extent based on the Operator’s actions and performance of this Agreement, including the actions of the Operator’s employees, officers, directors, agents, partners, subcontractors and other representatives, specifically including, but not limited to, (i) any breach of the Operator’s representations, warranties and/or obligations as set forth in this Agreement, (ii) infringement, product liability, personal injury or death relating to any Licensed Merchandise (other than (A) Claims related to marketing provided by the Institution or its Affiliates, or (B) Claims that the Institution Trademarks included in or on such Licensed Merchandise infringe upon a third party’s Intellectual Property Rights), (iii) the Operator Furnished Items, including any infringement of any Intellectual Property Rights with respect thereto, including Claims based upon infringement, product liability, personal injury or death relating to any Licensed Merchandise owned or sourced by the Operator or its Affiliates offered, marketed and/or sold through the Retail Locations, or (iv) any failure of the Operator to comply with any applicable law, rule or regulation. The Institution may, in addition to other remedies available to it at law or in equity, and upon written notice to the Operator, retain monies from amounts due to the Operator, or may proceed against the Security Instrument furnished by the Operator to the Institution, as may be necessary to satisfy any Claim.
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Indemnity Offset. Buyer shall indemnify and hold harmless Seller for any breach of its obligations under Sections 9.05 and 9.06, and Seller shall indemnify and hold harmless Buyer for any breach of its obligations under Sections 9.05 and 9.06. Any cash transfers to be made by Seller to Buyer under Sections 9.05 or 9.06 may be offset or otherwise reduced by any payments (other than any disputed payments) owed by Buyer to Seller, and any cash transfers to be made by Buyer to Seller under Section 9.05 or 9.06 may be offset or otherwise reduced by any payments (other than disputed payments) owed by Seller to Buyer, and such transfers shall be made as soon as reasonably practicable following the end of the fiscal quarter of Seller. If a Transferred Entity ceases to be affiliated with the affiliated group of corporations (as defined in Section 1504(a) of the Code) controlled by Buyer, Buyer shall cause such Transferred Entity to assume all obligations of Buyer under Sections 9.05 and 9.06 in respect of each Seller Equity Award and Cash Deferred Compensation Award held by a Xxx Xxxxxx Business Employee or former employee of the Xxx Xxxxxx Business, in each case who was employed by such Transferred Entity at the time of grant of such award, and corresponding responsibilities of Seller under such sections in respect of Buyer shall apply in respect of such Transferred Entity.
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Indemnity Offset. Pursuant to Section 7.10 of that certain Purchase Agreement, the Company may elect to satisfy any payment with respect to its indemnification obligations by reducing the payment of obligations hereunder. If Company so elects, the Principal Amount shall be adjusted to reflect such reduction.
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Indemnity Offset. For so long as payment to Seller by Purchaser or Parent is to be made pursuant to the Promissory Note then, any payment required hereunder to be made by Seller as the Indemnitor to Purchaser or Parent as the Indemnitee, may, at Sellers sole and absolute discretion, be satisfied by offsetting and reducing the outstanding payments remaining on the Promissory Note. Seller shall within a reasonably period of time after making such election notify the Purchaser or Parent of such election.
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Indemnity Offset. Buyer and Seller shall be entitled to set-off as provided by the applicable law.
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Indemnity Offset. The amount that LMI is required to indemnify the LMC Group pursuant to clause (i) of this Section 2.5(b) shall be reduced by any amounts that any member of the LMC Group receives pursuant to any indemnification arrangements with any other Person arising from or relating to the recognition of gain under such Gain Recognition Agreements for which the indemnity under clause (i) of this Section 2.5(b) is provided.
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Indemnity Offset. (i) The amount of Damages recoverable by an Indemnitee under this Article 8 with respect to an indemnity claim shall be reduced by (a) any amounts recovered and actually received by the Indemnitee (or any Affiliate thereof) pursuant to any indemnification by or indemnification agreement with any third party but only to extent such amounts recovered and actually received by the Indemnitee exceed any increase in insurance coverage premiums resulting from such indemnity claims, and (b) any amount received from any other Person alleged to be responsible for any Damages (each such person named in clauses (a), and (b), a “Collateral Source”) and (c) an amount equal to the Tax benefit (foreign, federal, state or local), if any, attributable to such Damages and actually received by Indemnitee. If Indemnitee receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Damages, subsequent to receipt of an indemnification payment under this Article 8, such Indemnitee shall promptly reimburse Indemnitor for any payment made or expense incurred in connection with providing such indemnification up to the amount received by Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount and any expenses incurred as a result of any increase in insurance coverage premiums.
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Indemnity Offset 
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Related to Indemnity Offset

  • Indemnity Payments In the event that either Party agrees to, or is determined to have an obligation to, reimburse the other Party for Losses as provided in this Article VIII, the Indemnifying Party shall promptly pay such amount to the Indemnified Party in U.S. Dollars via wire transfer of immediately available funds to the accounts specified in writing by the Indemnified Party.

  • 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 Cap In no event shall the aggregate indemnification to be paid by any Seller under this Article VII exceed the greater of (x) the product of the Purchase Price multiplied by the proportion of such Seller’s Company Shares to the total amount of Company Shares (the “Seller Purchase Price”), or (y) the product of (i) the average closing price of the Ordinary Shares on the NASDAQ Capital Market (or succeeding trading market) over the five (5) Business Days preceding the Determination Date (as defined below) multiplied by (ii) the number of Ordinary Shares received by such Seller upon the consummation of the transactions contemplated hereby (the “Individual Seller Cap”). Notwithstanding the foregoing, the Individual Seller Cap shall not apply to claims for indemnification resulting from or relating to breaches by such Seller constituting fraud or intentional misconduct. In no event shall the aggregate indemnification to be paid by Buyer under this Article VI exceed the Purchase Price.

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

  • 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.

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • Indemnification Threshold (a) Notwithstanding anything in this Agreement to the contrary, no Purchaser Indemnitee shall be entitled to indemnification under this Article XI until the aggregate Losses suffered by the Purchaser Indemnitees exceeds $25,000 (the “Indemnification Threshold”), at which point the Seller Group will indemnify the Purchaser Indemnitees dollar for dollar for any amounts as if there had been no Indemnification Threshold.

  • Expenses; Indemnity; Damage Waiver (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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