Common use of Release of Indemnification Holdback for Indemnification Claims Clause in Contracts

Release of Indemnification Holdback for Indemnification Claims. Upon the resolution of any claim for Damages by any Buyers Indemnified Party pursuant to this Section 12, an amount equal to the indemnification payment, if any, to which such Buyers Indemnified Party is entitled shall be released to Buyers from the Indemnification Holdback. On the date which is six (6) months after the Closing Date, Buyers and Sellers shall promptly cause the Xxxxxxx Money Escrow Agent to pay to Sellers by wire transfer an amount equal to any amounts remaining in the Indemnification Holdback Escrow Account (including any interest that has been added thereto), less the amount of Buyers' reasonable estimate of any outstanding claim or claims for Damages which, as of such date, have not yet been fully and finally resolved. Any amounts remaining in the Indemnification Holdback Escrow Account after any indemnification payments contemplated by this Section 12 have been made by Sellers to any Buyers Indemnified Party shall be released to Sellers at such time as all claims for Damages have been fully and finally resolved and all indemnification payments contemplated by this Section 12 have been made by Sellers.

Appears in 1 contract

Samples: Assumption Agreement (Mississippi Chemical Corp /MS/)

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Release of Indemnification Holdback for Indemnification Claims. Upon the resolution of any claim for Damages by any Buyers Buyer Indemnified Party pursuant to this Section 12Article XII, an amount equal to the indemnification payment, if any, to which such Buyers Buyer Indemnified Party is entitled shall be released to Buyers Buyer from the Indemnification Holdback. On the date which is six (6) months after the Closing Date, Buyers Buyer and Sellers Seller shall promptly cause the Xxxxxxx Money Indemnification Holdback Escrow Agent to pay to Sellers Seller by wire transfer an amount equal to any amounts remaining in the Indemnification Holdback Escrow Account (including any interest that has been added thereto), less the amount of Buyers' Buyer's reasonable estimate of any outstanding claim or claims for Damages which, as of such date, have not yet been fully and finally resolved; provided, however, that if the amount of Damages with respect to any such outstanding claims could reasonably be expected to increase, the amount of Buyer's reasonable estimate of any such increase shall not be released to Seller from the Indemnification Holdback Escrow Account until such claims have been fully and finally resolved. Any amounts remaining in the Indemnification Holdback Escrow Account after any indemnification payments contemplated by this Section 12 Article XII have been made by Sellers Seller to any Buyers Buyer Indemnified Party shall be released to Sellers Seller at such time as all claims for Damages have been fully and finally resolved and all indemnification payments contemplated by this Section 12 Article XII have been made by SellersSeller. For clarity, examples are set forth on Exhibit C, Examples 12.6.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Mississippi Chemical Corp /MS/)

Release of Indemnification Holdback for Indemnification Claims. Upon the resolution of any claim for Damages by any Buyers Buyer Indemnified Party pursuant to this Section 12, an amount equal to the indemnification payment, if any, to which such Buyers Buyer Indemnified Party is entitled shall be released to Buyers Buyer from the Indemnification Holdback. On the date which is six (6) months one year after the Closing Date, Buyers Buyer and Sellers Seller shall promptly cause the Xxxxxxx Money Indemnification Holdback Escrow Agent to pay to Sellers Seller by wire transfer an amount equal to any amounts remaining in the Indemnification Holdback Escrow Account (including any interest that has been added thereto), less the amount of Buyers' Buyer's reasonable estimate of estimateof any outstanding claim or claims for Damages which, as of such date, have not yet been fully and finally resolved; provided, however, that if the amount of Damages with respect to any such outstanding claims could reasonably be expected to increase, the amount of Buyer's reasonable estimate of any such increase shall not be released to Seller from the Indemnification Holdback Escrow Account until such claims have been fully and finally resolved. Any amounts remaining in the Indemnification Holdback Escrow Account after any indemnification payments contemplated by this Section 12 have been made by Sellers Seller to any Buyers Buyer Indemnified Party shall be released to Sellers Seller at such time as all claims for Damages have been fully and finally resolved and all indemnification payments contemplated by this Section 12 have been made by SellersSeller. For the sake of clarity, examples are set forth on Exhibit G, Examples 12.5.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Farmland Industries Inc)

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Release of Indemnification Holdback for Indemnification Claims. Upon the resolution of any claim for Damages by any Buyers Buyer Indemnified Party pursuant to this Section 12, an amount equal to the indemnification payment, if any, to which such Buyers Buyer Indemnified Party is entitled shall be released to Buyers Buyer from the Indemnification Holdback. On the date which is six (6) months after the Closing Date, Buyers Buyer and Sellers Seller shall promptly cause the Xxxxxxx Money Indemnification Holdback Escrow Agent to pay to Sellers Seller by wire transfer an amount equal to any amounts remaining in the Indemnification Holdback Escrow Account (including any interest that has been added thereto), less the amount of Buyers' Buyer's reasonable estimate of any outstanding claim or claims for Damages which, as of such date, have not yet been fully and finally resolved; provided, however, that if the amount of Damages with respect to any such outstanding claims could reasonably be expected to increase, the amount of Buyer's reasonable estimate of any such increase shall not be released to Seller from the Indemnification Holdback Escrow Account until such claims have been fully and finally resolved. Any amounts remaining in the Indemnification Holdback Escrow Account after any indemnification payments contemplated by this Section 12 have been made by Sellers Seller to any Buyers Buyer Indemnified Party shall be released to Sellers Seller at such time as all claims for Damages have been fully and finally resolved and all indemnification payments contemplated by this Section 12 have been made by SellersSeller. For clarity, examples are set forth on Exhibit C, Examples 12.6.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Farmland Industries Inc)

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