Sources for Satisfaction of Contributors' Indemnity Sample Clauses

Sources for Satisfaction of Contributors' Indemnity. At the Closing, CBL/OP, the Contributors, the Other Mall Contributors and the Hickory Point Property Owner shall establish with Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be deposited by the Contributors, the Other Mall Contributors and the Hickory Point Property Owner and held and administered by the Escrow Agent pursuant to the terms and conditions of the Indemnity Escrow Agreement as the initial source for CBL/OP's and the Company's claims for indemnifications under this Agreement and under the Other Mall Contracts and for any Percentage Rentals due and payable by the Contributors to CBL/OP after reconciliation pursuant to Section 6.4.4 above. The amount to be deposited by each Contributor in the Indemnity Escrow Fund shall be based on such Contributor's proportionate share ("Contributor's Share") of the aggregate amount of Total Consideration plus the Other Mall Total Consideration (with the balance of the Indemnity Escrow Fund to be paid by the Hickory Point Property Owner). The entire amount of the Indemnity Escrow Fund shall be available to satisfy claims under this Agreement or either of the Other Mall Contracts, without regard to what portion of such Indemnity Escrow Fund has been funded by Contributors hereunder, by Other Mall Contributors or by the Hickory Point Property Owner. At any time prior to the "Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is entitled to be indemnified pursuant to Section 10.4.2 of this Agreement and for Percentage Rentals due and payable by the Contributors to CBL/OP after reconciliation pursuant to Section 6.4.4 above; provided however, with respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds held in the Indemnity Escrow Fund, and CBL/OP may make a claim directly against any or all of the Contributors for payment thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow Fund shall be disbursed in the manner described in the Indemnity Escrow Fund, except to the extent that CBL/OP has made a claim hereunder which remains outstanding, in which case, the amount in excess of such claim shall be disbursed to the Contributors, and the remaining amount, if any, shall be disbursed upon the resolution of such cl...
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Related to Sources for Satisfaction of Contributors' Indemnity

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Date:

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of the Buyer pursuant this Agreement are subject to the satisfaction, at any time following the date hereof, of all the conditions set out below. The Buyer may waive any or all of these conditions, in whole or in part, without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Buyer of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties, or covenants under this Agreement:

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