Release of Indemnification Escrow Fund Sample Clauses

Release of Indemnification Escrow Fund. Within five (5) Business Days after the eighteen-month anniversary of the Closing Date, the Stockholders' Representative and Parent shall execute and deliver to the Escrow Agent in accordance with the Escrow Agreement a joint written instruction instructing the Escrow Agent to release to the Stockholders' Representative the then remaining balance of the Indemnification Escrow Fund (less the Pending Claims Amount). As used herein, "Indemnification Escrow Release Amount" means any remaining cash balance of the Indemnification Escrow Fund after taking into account any indemnification payments made to Parent from such account, less the aggregate amount of all pending indemnification claims properly submitted pursuant to Section 8.6 (such amount, the "Pending Claims Amount") by the Parent Indemnitees. Within three (3) Business Days after the receipt of the Indemnification Escrow Release Amount by the Stockholders' Representative, the Stockholders' Representative shall pay by wire transfer of immediately available funds (i) to each holder of a Vested Option who previously surrendered its Options and its Letter of Transmittal in accordance with Section 2.6(b) or 2.6(d), an amount equal to such holder's Pro Rata Portion of the Indemnification Escrow Release Amount, less (A) Taxes required to be withheld pursuant to Section 2.6(h), (B) any exercise price in respect of Vested Options that was not previously deducted from the Option Cash Payment (or in connection with payments made pursuant to this Section 2.12), and (C) such holder's Pro Rata Portion of any unreimbursed expenses incurred by the Stockholders' Representative in connection with actions taken on behalf of Equityholders, (ii) to each Warrant Holder who previously surrendered its Warrants and its Letter of Transmittal in accordance with Section 2.6(c), an amount equal to such holder's Pro Rata Portion of the Indemnification Escrow Release Amount, less (A) Taxes required to be withheld pursuant to Section 2.6(h), (B) any purchase price in respect of such Warrant Holder's Warrants that was not previously deducted from the Warrant Payment (or in connection with payments made pursuant to this Section 2.12), and (C) such Warrant Holder's Pro Rata Portion of any unreimbursed expenses incurred by the Stockholders' Representative in connection with actions taken on behalf of Equityholders, and (iii) to each Stockholder (including the Stockholders' Representative, if applicable) who previously surrendered a Certif...
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Release of Indemnification Escrow Fund. Within five (5) Business Days after the 1st anniversary of the Closing Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Sellers’ legal counsel, in trust for the Sellers, an amount equal to the Indemnification Escrow Amount then available and not subject to any prior indemnification claim by the Buyer Indemnified Parties under this Article VII up to an amount equal to 50% of the Indemnification Escrow Amount. Within five (5) Business Days after the date that is 16 months after the Closing Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Sellers’ legal counsel, in trust for the Sellers, an amount equal to (A) the balance of the Indemnification Escrow Fund minus (B) the amount, if any, of any unresolved indemnification claims pending under this Article VII. Upon the resolution of all such unresolved claims referred to in the foregoing clause (B), the Buyer and the Sellers’ Representative shall, within five (5) Business Days following the determination of the amount to be distributed to the Buyer and/or the Sellers in accordance with the resolution of such claims, execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release the balance of the Indemnification Escrow Fund to the Buyer or the Sellers’ legal counsel, in trust for the Sellers, as the case may be.
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Release of Indemnification Escrow Fund. Within five (5) Business Days after the date that is twelve (12) months after the Closing, Buyer and Seller Parent shall jointly instruct the Escrow Agent to release to Seller Parent an amount equal to the Indemnification Escrow Fund remaining as of such date minus any amounts with respect to any pending claims for indemnification validly made by the Buyer Indemnified Parties pursuant to Section 8.02 that have been timely made pursuant to this Section 8.08, but not fully and finally resolved prior to the General Expiration Date in accordance with this Section 8.08 (such unresolved claims being referred to as the “Unresolved Claims” and such aggregate dollar amount being referred to as the “Retained Escrow Amount”).
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Release of Indemnification Escrow Fund. (a) On the first Business Day after the twelve (12)-month anniversary of the Closing Date (the “Initial Indemnification Escrow Fund Release Date”), Purchaser and Seller Representative shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to pay and deliver to Seller Representative by bank wire transfer of immediately available funds all amounts remaining in the Indemnification Escrow Fund for distribution to the Seller Group (to an account or accounts designated in writing by the Seller Representative) in accordance with their Pro Rata Share, less amounts retained in the Indemnification Escrow Fund for pending unresolved Direct Claims or Third Party Claims asserted in accordance with the terms of this Agreement and the Escrow Agreement. For clarity, to the extent notice of such Direct Claims and Third Party Claims are given in accordance with this Agreement and the Escrow Agreement, then such amount shall be no less than the amount specified in such notice by Purchaser Indemnitees (and subject to indemnification payments hereunder) with respect to such Direct Claims or Third Party Claims, provided such amount, as well as the timing and nature of such Direct Claim or Third Party Claim, are otherwise within the limitations set forth in this Agreement.
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Release of Indemnification Escrow Fund. (a)In the event Buyer (on behalf of itself or any other Indemnitee) has not made any claims for indemnification under the Purchase Agreement which remain unresolved as of the six-month anniversary of the date of this Escrow Agreement, 50% of the amount of the Indemnification Escrow Fund shall remain available solely to cover claims for indemnification pursuant to clause (f) of Section 10.02
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Related to Release of Indemnification Escrow Fund

  • Notice of Indemnification Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article VII or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article VII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • Scope of Indemnification The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

  • Payment of Indemnification If, in regard to any Losses:

  • Notice of Indemnification Claim Promptly after receipt by an indemnified party under Section 5.1 or Section 5.2 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Section 5.1 or Section 5.2, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties. An indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 5, but the omission to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Release Indemnification (a) In further consideration of Agent’s and Lenders’ execution of this Amendment, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and affiliates, hereby forever releases Agent and each Lender and their respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”) that such Credit Party may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date this Amendment was executed, including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not the Credit Parties shall satisfy all other provisions of this Amendment, the Loan Documents or the Credit Agreement, including payment in full of all Obligations.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Payment of Indemnification Obligation 40 9.6 Survival of Representations; Claims for Indemnification...........................................40 9.7 Indemnification Representative....................................................................41 X. Post-Closing Agreements................................................................................41 10.1

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