Indemnification Expiration Date definition

Indemnification Expiration Date has the meaning specified in Section 9.3(a).
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Indemnification Expiration Date means January 5, 2013.
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Indemnification Expiration Date has the meaning assigned to such term in Section 10.1(a) of the Agreement.
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Examples of Indemnification Expiration Date in a sentence

  • Any claim for indemnification shall survive the Indemnification Expiration Date if a party, prior to such Indemnification Expiration Date, shall have advised the other party in writing of facts that constitute or may give rise to an alleged claim for indemnification, specifying in reasonable detail the basis under this Agreement for such claim.

  • Subject to the provisions of Article VIII and in accordance with the terms of the Escrow Agreement, Purchaser shall cause the Agent to deliver, within seven (7) days following the Indemnification Expiration Date, to each Seller such Seller’s Escrow Percentage of the amount then remaining in the Total Escrow Consideration without interest.

  • Purchaser shall cause the Agent to hold and safeguard the Indemnification Escrow Fund until the Indemnification Expiration Date and to dispose of the Total Escrow Consideration in accordance with the terms of this Article VIII and the Escrow Agreement.

  • Section 11 of this Agreement shall survive any termination of this Agreement until the date (the “Indemnification Expiration Date”) that is 18 months after the Termination Date; provided, however, that, notwithstanding the foregoing, the Option Holder shall remain obligated under Section 11 with respect to any matter giving rise to indemnification thereunder as to which an Indemnified Party shall have given written notice to the Option Holder prior to the Indemnification Expiration Date.

  • Prime hereby covenants that there shall be no increase in the levels of direct or indirect ownership or beneficial rights referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence beyond the thresholds set forth therein from and after the closing of the Basic Transaction through and including the Indemnification Expiration Date.

  • If such Response Notice, Amended Response Notice or Final Order indicates that the Parent Indemnitee is not entitled to all or any portion of the Damages amount set forth in the Payment Request, then Parent shall not deduct such shares from the Indemnification Holdback until such amounts are distributed to any Parent Indemnitee in respect of another Payment Request pursuant to this Section 2.5(c) or, subject to Section 2.5(e), the Indemnification Expiration Date.

  • For the avoidance of doubt, from and after the Escrow Release Date, the maximum aggregate liability of such Participating DMG Shareholder for claims of the Indemnified Persons pursuant to Section 7.2(a)(i) with respect to representations and warranties that have an Indemnification Expiration Date subsequent to the Escrow Release Date shall be limited to the portion of the Indemnity Escrow Amount, if any, released to such Participating DMG Shareholder.

  • Subject to the limitations set forth in Section 8.2(b), Purchaser shall be entitled to set-off the amount of any Losses from indemnification claims submitted on or prior to the Indemnification Expiration Date and determined to be valid in accordance with this Section 8 against the Earnout Amounts due or to become due to the Stockholders pursuant to this Agreement.

  • Within ten (10) days of the Indemnification Expiration Date, the Escrow Agent shall deliver to each Shareholder the Escrow Portion (including Interest, as defined in the Escrow Agreement, earned thereon) remaining of such Shareholder’s Indemnification Escrow Consideration held in the Indemnification Escrow Fund.

  • Any Acquiror Indemnified Person seeking indemnification for any claim for Damages (an “Indemnification Claim”) shall give written notice to the Shareholders’ Agent on or prior to the Indemnification Expiration Date, with a copy simultaneously provided to the Escrow Agent.


More Definitions of Indemnification Expiration Date

Indemnification Expiration Date has the meaning specified in Section 9.3(a) hereof.
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Indemnification Expiration Date means the second annual anniversary of the Closing Date.
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Related to Indemnification Expiration Date

  • 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.

  • Option Expiration Date means the last day of the maximum term of an Option.

  • Final Expiration Date shall have the meaning set forth in Section 7(a) hereof.

  • L/C Expiration Date means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

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

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

  • Initial Expiration Date is defined in Section 1.1(c) of the Agreement.

  • 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.

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

  • Term Expiration Date means the earlier of (i) the date that is thirty (30) years after the Term Commencement Date; provided that if such date occurs within an NFL Season or within thirty (30) days following an NFL Season, such date shall be automatically extended to the date that is thirty (30) days following the end of such NFL Season, as applicable, or (ii) the date on which the Stadium Lease is terminated pursuant to the express rights and terms of the Stadium Lease.

  • Cure Expiration Date has the meaning set forth in Section 8.04(a).

  • Commitment Expiration Date means the date on which IHCDA’s commitment under the Program expires.

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

  • Release Expiration Date means the date that is twenty-one (21) days following the date upon which the Company timely delivers to Executive the Release (which shall occur no later than seven (7) days after the Date of Termination), or in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

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

  • Appointment Expiration Time has the meaning set forth in Section 3.7.

  • Offer Expiration Date has the meaning set forth in the definition of “Offer to Purchase.”

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

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

  • Warrant Expiration Date means 5:00 P.M. (New York time) on __________, 2001 or the Redemption Date as defined in Section 8, whichever is earlier; provided that if such date shall in the State of New York be a holiday or a day on which banks are authorized or required to close, then 5:00 P.M. (New York time) on the next following day which in the State of New York is not a holiday or a day on which banks are authorized or required to close. Upon notice to all warrantholders the Company shall have the right to extend the warrant expiration date.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

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