Satisfaction of Indemnity Obligations Sample Clauses

Satisfaction of Indemnity Obligations. Global Crossing NA shall satisfy its indemnification obligations under this Article X by delivery of immediately available funds to an account designated by Exodus. Notwithstanding any restriction on the sale of shares of Exodus Common Stock by Global Crossing NA or any of its affiliates contained in any agreement between Exodus and Global Crossing NA or any such affiliates, Global Crossing NA or such affiliates may at any time sell a number of shares of Exodus Common Stock that will yield proceeds in an amount equal to Global Crossing NA's indemnification obligations pursuant to this Article X or Article VIII.
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Satisfaction of Indemnity Obligations. Notwithstanding any other provision of this PARAGRAPH 7, an indemnifying party shall have no obligation to make a payment on indemnity obligations until the end of the Survival Period. Indemnity obligations pursuant to this PARAGRAPH 7 shall be satisfied at the end of the Survival Period by the release of Escrowed Shares to HSNS, in the case of payments owed to HSNS Indemnitees, or the delivery by HSNS of additional shares of Common Stock to Summus, in the case of payments owed to Summus Indemnitees.
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Satisfaction of Indemnity Obligations. Except as otherwise provided in this Section 9.5, the Surviving Corporation’s sole means for satisfying the indemnification obligations of Ntera and the Ntera shareholders shall be through the cancellation of Holdback Shares. In the event that the Ntera Shareholders are obligated to indemnify the Surviving Corporation pursuant to Section 9.1, the Surviving Corporation shall cancel and retire, without any further consideration therefor, a number of Holdback Shares equal to the quotient obtained by dividing (a) the total amount of the indemnification obligation of the Ntera shareholders calculated in accordance with this Article IX by (b) the average closing sale price on Nasdaq for a share of WorldQuest Common Stock over the ten trading days prior to the date on which the total amount of the indemnification obligation is determined. Any Holdback Shares cancelled and retired in accordance with this Section 9.5 shall affect the number of Holdback Shares of each Participating Stockholder on a pro rata basis. Notwithstanding the foregoing, the Surviving Corporation’s right to receive indemnification from the Ntera shareholders pursuant to Section 9.1(c) shall not be limited to the Holdback Shares. In the event that the Holdback Shares are not sufficient to cover any indemnifiable loss under Section 9.1(c) or in the event that the Holdback Shares have been released to the Participating Stockholders in accordance with Section 2.3, the Principal Shareholder, on behalf of the Ntera shareholders, shall fully indemnify the Surviving Corporation for such indemnifiable loss.
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Satisfaction of Indemnity Obligations. 22 11.3 Indemnified Party to Seek Recovery From Third Parties................. 22 11.4 Protection by Portfolio Companies..................................... 23 11.5 QLP GP and Main Fund GP to Hold Benefits for Other Indemnified Parties 23 11.6 Survival of Indemnification Rights.................................... 23 11.7 Affiliate Fund Deemed to be Parallel Investor......................... 23
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Satisfaction of Indemnity Obligations. It is acknowledged that any amounts to be paid under Section 11.1 shall form part of Parallel Investor Expenses and shall be borne on a several basis and not joint and several among all Parallel Investors (including the Funds) based on each Parallel Investor's Pro Rata Share thereof. It is further acknowledged and agreed that the primary obligation to satisfy any Losses for which any Parallel Investor is obligated to indemnify hereunder shall be the Portfolio Securities held by the Parallel Investors hereunder, and the Indemnified Parties shall be required to first exhaust all recourse against such Portfolio Securities (on the basis that recourse to the Portfolio Securities held by each Parallel Investor will be limited to such Parallel Investor's Pro Rata Share of the Losses) before requiring the payment of any amounts hereunder. A Parallel Investor will only be required to pay amounts hereunder to the extent that such Portfolio Securities are insufficient and only if the Limited Partners of the QLP Fund or the Main Fund, as applicable, are required to contribute capital pursuant to the QLP Fund Partnership Agreement or the Main Fund Partnership Agreement (including section 6.7 thereof) and then only to the extent of such Parallel Investor's Pro Rata Share of the amount required to be paid to satisfy such Losses; provided that in no event shall the Parallel Investor be required to pay more than the amount it is then required to pay pursuant to Section 2.2. Further, it is intended that the amounts payable by any Investor pursuant to this Article 11, section 6.7 of the QLP Fund Partnership Agreement and of the Main Fund Partnership Agreement and the comparable provisions of any other Parallel Investor Agreement shall not exceed the amount which would have been paid by such Investor had all of the Investors invested through a common vehicle and their obligations were shared on proportionate basis based on the amount of cash each Investor agreed to invest in Portfolio Companies (including NBF's Backstop Commitment Amount).
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Satisfaction of Indemnity Obligations. The Omneon Shares comprising the Contribution Value shall constitute the Indemnified Persons' sole and exclusive remedy against the Shareholders under Section 9.2. For the purpose of satisfying any such claims against the Shareholders, the value of each Share shall be deemed to be the Omneon Per Share Valuation.
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Related to Satisfaction of Indemnity 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.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • 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

  • 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:

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Operation of Indemnities Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Company or the Servicer has made any indemnity payments to the Trustee pursuant to this Article and the Trustee thereafter collects any of such amounts from others, the Trust will repay such amounts collected to the Company or the Servicer, as the case may be, without interest.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Additional Matters; Survival of Indemnities (a) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

  • Liability of Indemnitees (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, or any other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

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