Release of Indemnity Escrow Sample Clauses

Release of Indemnity Escrow. (i) On the first (1st) business day following the date that is eighteen (18) months following the Effective Time (the “Distribution Date”), the Agent shall wire transfer an aggregate amount equal to (1) the Indemnity Escrow Amount Balance as of such date minus (2) the aggregate amount of all Unresolved Claims (as hereinafter defined) to the Fully-Diluted Stockholders in accordance with Article IV of the Merger Agreement and the applicable Letter of Transmittal of each Fully-Diluted Stockholder delivered to the Agent or the Company at Closing or as otherwise set forth on Schedule A hereto (unless the Agent shall have subsequently received written instructions from any such Fully-Diluted Stockholder in accordance with the Letter of Transmittal) and the Indemnity Escrow Amount Balance shall be reduced by such payment. For purposes of this Agreement, the term “
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Release of Indemnity Escrow. The Indemnity Escrow Amount shall be held and invested by the Escrow Agent in accordance with the terms of the Escrow Agreement, which shall specify that the Indemnity Escrow Amount (if any) shall be released to Seller Parent on August 1, 2018 (the “Indemnity Escrow Release Date”), without the need for any instructions from Purchaser; provided, however, that if any claim by an Indemnified Party pursuant to Article VIII shall have been properly asserted by any Purchaser Indemnified Party pursuant to this Agreement on or prior to the Indemnity Escrow Release Date and remain pending on the Indemnity Escrow Release Date (any such claim, a “Pending Claim”), (a) the Indemnity Escrow Funds released to Seller Parent shall be the amount of Indemnity Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any funds that remain in escrow following the Indemnity Escrow Release Date in respect of any such Pending Claim shall be released to Seller Parent upon resolution or (if applicable) satisfaction of such Pending Claim. Each of Purchaser and Seller Parent shall from time to time submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnity Escrow Funds in accordance with this Section 8.9 and the Escrow Agreement.
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Release of Indemnity Escrow. (i) On the date (the “Step-Down Date”) that is eighteen (18) months following the Closing Date, the Escrow Agent shall release to Swaldo and Bxxxxxxxx (pro rata in accordance with the amounts contributed to the Indemnification Escrow Account), the portion of the Indemnification Escrow Amount in excess of an amount equal to the sum of (A) $3,500,000 plus (B) an amount equal to the aggregate of all claims for indemnification of the Purchaser Indemnified Parties under this Article X asserted but not yet resolved (“Unresolved Claims”) prior to the Step-Down Date. The Indemnity Escrow Amount in excess of $3,500,000 that was retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) as soon as reasonably practicable upon their resolution in accordance with this Article X and the terms of the Escrow Agreement.
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Release of Indemnity Escrow. (a) On the date which is twelve (12) months following the Closing Date (the “Initial Indemnity Release Date”), Purchaser shall provide the Partnership with (i) a written notice of its reasonable and good-faith determination of the Projected Indemnity Amount, if any, as of such date, together with reasonable supporting calculations and documentation, and (ii) a written notice and instruction (formatted as a joint instruction also to be executed by the Partnership) duly executed by Purchaser instructing the Escrow Agent to draw down that portion of the funds available under the Escrow Letter of Credit and pay to the Partnership, in accordance with the terms of the Escrow Agreement, an amount equal to the greater of (A) Zero Dollars ($0) and (B) (x) the funds available under the Escrow Letter of Credit or otherwise held in the Indemnity Escrow Account as of that date minus (y) Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000) minus (z) the Projected Indemnity Amount as of such date (such amount, the “Initial Indemnity Release Amount”). Any such payments by the Escrow Agent shall be made to the Partnership. The term “
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Release of Indemnity Escrow. (a) Subject to the terms of the Escrow Agreement, on the date that is twelve (12) months following the Closing Date (or, if such date is not a Business Day, then the first (1st) Business Day thereafter) (the “Escrow Release Date”), the Escrow Agent shall pay to the Paying Agent on behalf of the holders of Company Units, in accordance with the terms of the Escrow Agreement, the amount by which the Escrow Funds exceed the aggregate amount of all outstanding and unresolved claims for indemnification hereunder brought prior to the Escrow Release Date (each, a “Pending Claim”) (such amount, the “Escrow Release Amount”).
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Release of Indemnity Escrow. Subject to the terms of the Escrow Agreement, three (3) Business Days following the date that is twelve (12) months after the date of this Agreement, the Escrow Agent shall disburse the balance of funds then remaining in the Escrow Account, less any disputed amount related to claims for Losses made by any Parent Indemnitee pursuant to Section 8.2 of this Agreement which are then outstanding and unresolved, by wire transfer of immediately available funds, to the Payment Agent, for further distribution to the Sellers in accordance with Section 2.13. Such retained portion of the Indemnity Escrow Amount shall be disbursed in accordance with the terms of the Escrow Agreement.
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Release of Indemnity Escrow. Subject to the terms of the Escrow Agreement, three (3) Business Days following the General Survival Date, the Stockholders’ Representative and Parent shall jointly instruct the Escrow Agent to disburse the balance of funds then remaining in the Indemnity Escrow less any disputed amount related to claims for Losses timely made by any Parent Indemnitee pursuant to Section 8.2 of this Agreement which are then outstanding and unresolved as follows: (i) the portion of such amount constituting Share Merger Consideration or Cash-Out Share Merger Consideration, as applicable, paid by wire transfer of immediately available funds to the Payments Administrator, and (ii) the portion of such amount constituting Contingent Option Merger Consideration paid by wire transfer of immediately available funds to the Ultimate Surviving Corporation, in each case, for further distribution to the Sellers in accordance with Section 2.6. Such retained portion of the Indemnity Escrow Amount shall be disbursed in accordance with the terms of the Escrow Agreement.
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Release of Indemnity Escrow. The Escrow Agent will release all or a portion, as applicable, of the Indemnity Escrow Amount pursuant to the Escrow Agreement and the provisions of Section 8.4. On the 18-month anniversary of the Closing Date, the Escrow Agent will, in accordance with the Escrow Agreement, release any remaining Indemnity Escrow Amount, except any amount that is subject to a pending Claim Certificate, which amount shall be released pursuant to the provisions of Section 8.4.
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Related to Release of Indemnity Escrow

  • Scope of Indemnity The actions, suits and proceedings described in Sections 1 and 2 hereof shall include, for purposes of this Agreement, any actions that involve, directly or indirectly, activities of the Indemnitee both in his official capacities as a Company director or officer and actions taken in another capacity while serving as director or officer, including, but not limited to, actions or proceedings involving (i) compensation paid to the Indemnitee by the Company, (ii) activities by the Indemnitee on behalf of the Company, including actions in which the Indemnitee is plaintiff, (iii) actions alleging a misappropriation of a "corporate opportunity," (iv) responses to a takeover attempt or threatened takeover attempt of the Company, (v) transactions by the Indemnitee in Company securities, and (vi) the Indemnitee's preparation for and appearance (or potential appearance) as a witness in any proceeding relating, directly or indirectly, to the Company. In addition, the Company agrees that, for purposes of this Agreement, all services performed by the Indemnitee on behalf of, in connection with or related to any subsidiary of the Company, any employee benefit plan established for the benefit of employees of the Company or any subsidiary, any corporation or partnership or other entity in which the Company or any subsidiary has a 5% ownership interest, or any other affiliate of the Company, shall be deemed to be at the request of the Company.

  • 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 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.

  • Release of Insurance Funds Provided no Event of Default is continuing, Lender shall apply Insurance Funds in the Insurance Account to timely pay, or reimburse Borrower for payments of, Insurance Premiums. If the amount of the Insurance Funds shall exceed the amounts due for Insurance Premiums, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Insurance Funds. Any Insurance Funds remaining in the Insurance Account after the Obligations have been paid in full shall be returned to Borrower. Provided no Default or Event of Default exists, the Insurance Funds reserved for any Property will be released upon a permitted sale and release of such Property in accordance with the terms hereof.

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions:

  • 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.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • 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.

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