Indemnity Reserve. In order to secure Netivation's and each Netivation Indemnitee's rights of indemnity, the Selling Stockholders shall place 25,000 shares of Netivation Stock in escrow in accordance with the terms of the Escrow Agreement, substantially in the form attached hereto as Exhibit G.
Indemnity Reserve. 29 9.7 Exercise of Remedies by Netivation Indemnitees Other Than Netivation.............................. 30
Indemnity Reserve. An amount equal to ten (10%) percent of the Base Amount, together with any dividends, interest, gains and other earnings thereon (the “Indemnity Reserve”) shall be retained and deposited at the Closing into the Indemnity Reserve Escrow Account to be held, invested and disbursed by the Escrow Agent pursuant to the terms of the Indemnity Reserve Escrow Agreement. The Indemnity Reserve shall secure indemnity obligations of Seller under clause (i) of the first sentence of Section 13.2.1. The Indemnity Reserve shall remain in place until April 30, 2015 (the “Indemnity Reserve Release Date”). Any funds remaining in the Indemnity Reserve Escrow Account shall be distributed to Seller (or the Seller Investment Committee if so instructed) pursuant to Section 3.9, on the Indemnity Reserve Release Date to the extent claims have not been made against the Indemnity Reserve by Purchaser, and after resolution of any such claims, any funds not used to satisfy any indemnity obligation of Seller to Purchaser under clause (i) of the first sentence of Section 13.2.1 shall be distributed to Seller (or the Seller Investment Committee if so instructed) pursuant to Section 3.9, , no later than thirty (30) days following such resolution.
Indemnity Reserve. Prior to making the distribution of the Premium (as defined in the Master Agreement) contemplated by Section 1.3, Seller shall withhold from the Premium an amount to be determined by the board of directors of Seller in its discretion (the "Indemnity Reserve"), for purposes of satisfying Excluded Construction Claims, other Excluded Liabilities and other Indemnification Obligations. Seller may release, as and when determined by the board of directors of Seller in its discretion, all or any part of the Indemnity Reserve (including interest earned by Seller thereon) not applied to satisfy Excluded Construction Claims, other Excluded Liabilities or other Indemnification Obligations, and Seller shall distribute any such released amount 60% to Zenith and 40% to Mr. Schwartz.
Indemnity Reserve. At or immediately prior to the Closing, Parent shall deposit an amount in cash equal to $23,850,000 as security for post-Closing indemnification claims that may be payable to Parent pursuant to Article IX of this Agreement (the “Indemnity Reserve Amount”) in an account for a term of eighteen (18) months commencing on the Closing Date (the “Indemnity Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”).
Indemnity Reserve. 31 9.9 Exercise of Remedies by Netivation Indemnitees Other Than Netivation........................ 32 SECTION 10 - MISCELLANEOUS PROVISIONS.................................................................... 32 10.1 Selling Stockholders' Agent................................................................. 32 10.2
Indemnity Reserve. 5.2.1. The rights of Indemnity Claimants will not be compromised under the Scheme and they will retain any claims they may have against the SPhinX Companies. Provision for any and all contingent liabilities to Indemnity Claimants will be made by establishing the Indemnity Reserve.
5.2.2. The Indemnity Reserve will comprise the sum of US$117,332,912 pursuant to the ruling of the Cayman Court dated 4 February 2010 or such other sum as shall be determined by an Indemnity Reserve Ruling.
5.2.3. Any Net Litigation Proceeds achieved after the Indemnity Reserve Ruling has been obtained will be added to and become part of the Indemnity Reserve save insofar as, upon an application by the JOLs and/or the Scheme Supervisors and/or any Scheme Claimant under Clause 5.2.5, the Court otherwise directs.
5.2.4. Once the Indemnity Reserve has been established pursuant to Clause 5.2.2 and provided for, it shall be retained following the First Cash Distribution Date (and following any other Cash Distribution) for the purpose of satisfying or settling Indemnity Claims in accordance with Clause 10, save insofar as upon an application by the JOLs and/or the Scheme Supervisors and/or any Scheme Claimant under Clause 5.2.5, the Cayman Court otherwise directs.
5.2.5. The JOLs and/or the Scheme Supervisors and/or any Scheme Claimant may apply to the Cayman Court for a direction that the Indemnity Reserve (or part of the Indemnity Reserve) or any Net Litigation Proceeds or any part of them which would otherwise become part of the Indemnity Reserve is or are no longer required and that it or them (or part of it or them) should become available for distribution to the Scheme Claimants.
5.2.6. On a Released Funds Ruling which releases funds from the Indemnity Reserve, the relevant Released Funds will be distributed as soon as practicable (subject to Clause 8.5) to Scheme Claimants in accordance with the order of application set out in Clause 8.3 and 8.4.
Indemnity Reserve. In order to secure Purchaser's right of indemnity, Seller shall place 15,000 shares of Netivation Stock in escrow in accordance with the terms of the Escrow Agreement, substantially in the form attached hereto as Exhibit D.
Indemnity Reserve. In order to secure Netivation's and each Netivation Indemnitee's rights of indemnity, the Stockholders shall place 50,000 shares of Netivation Stock in escrow in accordance with the terms of the Escrow Agreement, substantially in the form attached hereto as EXHIBIT G.
Indemnity Reserve. Subject to the limitations set forth in this Exhibit I and the Contract, from and after the Closing through the end of the Indemnity Escrow Period, Purchaser Indemnified Parties shall be entitled to make a claim on the Indemnity Reserve for any and all Indemnified Losses, without duplication, to the extent that such Indemnified Loss would be covered under the provisions of the R&W Insurance Policy but for the requirement to satisfy the Retention Amount.
