Indemnification Claim Amount definition

Indemnification Claim Amount has the meaning assigned in Section 7.2(a).
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Indemnification Claim Amount shall have the meaning ascribed to such term in Section 9.5 hereof.
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Indemnification Claim Amount has the meaning set forth in Section 8(e)(i) below.
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Examples of Indemnification Claim Amount in a sentence

  • Therefore, it is essential to implement the Urban Building Safety Project (hereinafter referred to as “this Project”) to improve the safety of buildings vulnerable to disasters.

  • The Calculation Notice shall specify (i) the Indemnification Claim Amount, the Elop Claim Amount or the OCS Claim Amount; (ii) the Fair Market Value of Escrow Property on a per share basis; and (iii) and the exact number of shares of Escrow Shares and the amount of other Escrow Property (if any) to be released from the escrow.

  • The Fair Market Value with respect to an Indemnification Claim Amount, a Elop Claim Amount or an OCS Claim Amount shall be calculated by the Purchaser within five (5) Business Days after the date on which a claim has been “finally determined” (as defined in Section 3.2(a) above), and the results of such calculation shall be provided to the Escrow Agent in writing signed by the Purchaser (the “ Calculation Notice ”) within such 5-day period.

  • The Indemnification Claim Notice shall set forth in reasonable detail: (i) the nature of the Indemnification Claim; and (ii) the amount of the Indemnification Claim (hereinafter referred to as the "Indemnification Claim Amount").

  • The disputed portion of the Indemnification Claim Amount shall then be paid by the Escrow Agent pursuant to the arbitrators' award or judgment of the court, as the case may be.

  • The Escrow Agent shall make payment with respect to any such unresolved Indemnification Claims only in accordance with (i) joint written instructions from the Representative and Parent as to the disposition of the Indemnification Claim Amount, or (ii) the award of the court or arbitrator relating thereto which is final and not subject to further proceedings or appeal.

  • The Indemnification Claim Notice shall set forth in reasonable detail (i) the nature of the Indemnifiable Claim, and (ii) the amount of the Indemnifiable Claim (hereinafter referred to as the "Indemnification Claim Amount").

  • In the event such resolution does not occur within said 10-day time period, the dispute shall be promptly submitted to binding arbitration in accordance with Section 10.10 herein, to determine which party is entitled to the disputed portion of the Indemnification Claim Amount.

  • In the event of such a dispute, the Escrow Agent shall pay to Buyer that portion of the Indemnification Claim Amount which is not in dispute, if any, and Buyer and the Stockholder giving the Representative Notice shall use commercially reasonable efforts to mutually resolve the dispute within ten (10) days of Buyer's receipt of the Representative's Notice.

  • This Statement supersedes APB Opinion No. 25, and its related implementation guidance, is a revision of SFAS No. 123, and amends SFAS No. 95, Statement of Cash Flows.


More Definitions of Indemnification Claim Amount

Indemnification Claim Amount shall have the meaning set forth in Section 8.5(e) hereof.
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Indemnification Claim Amount shall have the meaning ascribed to such term in Section 12.7.1 hereof. "Indemnification Claim Notice" shall have the meaning ascribed to such term in Section 12.7.1 hereof.
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Related to Indemnification Claim Amount

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

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

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Indemnified Claim has the meaning set forth in Section 8.2.

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

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • 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.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.