Indemnification and Escrow Agreement definition

Indemnification and Escrow Agreement means an indemnification ------------------------------------ and escrow agreement substantially in the form attached hereto as Exhibit A. ---------
Indemnification and Escrow Agreement means that certain Indemnification and Escrow Agreement dated as of December 6, 1999 by and among Holding, Payee, Joseph L. Temple, Jr. and Toronto Dominion (Texas), Inc.
Indemnification and Escrow Agreement means the ------------------------------------ Indemnification and Escrow Agreement of even date herewith, by and among Template Acquisitions I, Template Acquisitions II, the Seller, Xxxxxxxx and the Escrow Agent (as defined therein), to be executed in the form attached hereto as Exhibit D, pursuant to which a cash amount equal to $626,400 (equivalent to --------- approximately DM 1,010,323 applying an exchange rate of one DM per .00 Xxxxxx Xxxxxx Dollar) (the "Escrow Amount") will be held in escrow for a period of one ------------- (1) year following the Closing to secure any obligation of Seller or Xxxxxxxx under the Indemnification and Escrow Agreement.

Examples of Indemnification and Escrow Agreement in a sentence

  • Seller shall have executed and delivered to Buyer the Indemnification and Escrow Agreement.

  • Buyer shall have executed and delivered to Seller the Indemnification and Escrow Agreement.

  • Nothing in this Agreement, express or implied, shall be construed to confer upon any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable rights, remedies, claims, obligations or liabilities under or by reason of this Agreement (other than as provided for in the Indemnification and Escrow Agreement).

  • This Agreement has been, and as of the Closing Date, the Indemnification and Escrow Agreement will have been duly and validly executed and delivered by such New Investor and will constitute valid and binding agreements of such New Investor, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization or similar laws or equitable principles relating to creditors' rights generally.

  • Each Redeeming Stockholder ----------- ---------------------------- has the full right, capacity and power to enter into this Agreement and the Indemnification and Escrow Agreement.

  • Nothing in this Agreement, express or implied, shall be construed to confer upon any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable rights, remedies, claims, obligations or liabilities under or by reason of this Agreement (other than as provided in the Indemnification and Escrow Agreement).

  • This Agreement has been, and as of the Closing Date, the Indemnification and Escrow Agreement will have been, duly and validly executed and delivered by such Redeeming Stockholders, and will constitute valid and binding obligations, enforceable against such Redeeming Stockholders, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization or similar laws relating to creditors' rights generally.

  • All necessary action on the part of such New Investor has been taken to authorize the execution and delivery of this Agreement and the Indemnification and Escrow Agreement, the performance of his or its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.

  • At the Closing, CII shall deposit $5,000,000 (the ------------- "Escrow Amount") with the Escrow Agent pursuant to the terms of the ------------- Indemnification and Escrow Agreement.

  • Maker shall exercise its rights under this paragraph 20 by providing written notice to the Payee setting forth (i) the amount of principal (and any accrued but unpaid interest thereon) to be withheld and (ii) any other information as required by Article 2 of the Indemnification and Escrow Agreement.


More Definitions of Indemnification and Escrow Agreement

Indemnification and Escrow Agreement means an indemnification and escrow agreement substantially in the form attached hereto as EXHIBIT C.
Indemnification and Escrow Agreement shall have the meaning set forth in Section 8.2(k) hereto.
Indemnification and Escrow Agreement means the indemnification and escrow agreement of even date herewith in the form attached hereto as Exhibit D, pursuant to which 18,750 shares of Template Common Stock (the "Escrow Shares") issued to the Seller pursuant hereto have been escrowed to cover the indemnification obligations of the Seller hereunder.
Indemnification and Escrow Agreement shall have the meaning set forth in Section 3.1.
Indemnification and Escrow Agreement that certain Indemnification and Escrow Agreement dated October 31, 2006 by and between Seller and Buyer. “Indemnified Persons” -- the Buyer Indemnified Persons and/or the Seller Indemnified Persons, as applicable.
Indemnification and Escrow Agreement means the indemnification and escrow agreement between the Escrow Agent, the Depositary, the Purchaser, the Company, the Parent, the Representative and, pursuant to the operation of this Plan of Arrangement, each of the Company Securityholders, in the form attached as Appendix "A" to this Plan of Arrangement.

Related to Indemnification and Escrow Agreement

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.