Indemnification Fund Agreement definition

Indemnification Fund Agreement means an agreement between the Ministry and the Contractor referred to in sub-clause 3.1.1.5];
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Indemnification Fund Agreement means the Indemnification Fund Agreement among Buyer, Seller and Union Bank of California, N.A. ("Indemnification Escrow Agent") substantially in the form attached hereto as Exhibit 1.1, in accordance with which Buyer shall, at Closing, deposit with Indemnification Escrow Agent Twenty Million Dollars ($20,000,000), which amount shall be reduced in accordance with the terms hereof, and shall provide a fund for the payment of any claims for which Buyer may be entitled to indemnification as provided in Section 10 hereof (the "Indemnification Fund").
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Indemnification Fund Agreement means the Indemnification Fund Agreement among Buyer, Seller and First Union National Bank of North Carolina ("Indemnification Escrow Agent"), substantially in the form attached hereto as Exhibit 1.1, in accordance with which the Indemnification Deposit will be deposited with the Indemnification Escrow Agent in order to provide a fund for the (a) payment of any claims for which Buyer may be entitled to indemnification as provided in Section 10 hereof or (b) payment of any amounts pursuant to Section 2.6(b)(2) hereof, if any.
Sample 1

Examples of Indemnification Fund Agreement in a sentence

  • If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)) and the terms of, and procedures set forth in, the Indemnification Fund Agreement.

  • In the event of a Postponement, the parties shall negotiate appropriate changes to the Indemnification Fund Agreement to reflect the provisions of this Section 6.13(e)(viii).

  • On the nine month anniversary of the Closing, the Indemnification Amount shall be reduced by $10,000,000 minus the sum of (I) the amount of any claims previously paid from the Indemnification Amount and (ii) an amount sufficient to satisfy any claims pending on such date made by Buyer with respect to indemnification under this Section 10 pursuant to the Indemnification Fund Agreement.

  • For purposes of the eighteen month survival period set forth in Section 10.1 and the eighteen month period for which the Indemnification Deposit is to be held pursuant to Section 10.2 and the Indemnification Fund Agreement, such period shall be measured from the First Closing.


More Definitions of Indemnification Fund Agreement

Indemnification Fund Agreement shall have the meaning set forth in the First Media Agreement.
Sample 1

Related to Indemnification Fund 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.

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

  • 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.

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

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

  • 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.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • 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.

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

  • 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 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.

  • Indemnification Cap has the meaning set forth in Section 9.4(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 Claim has the meaning set forth in Section 12.3.

  • 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.

  • Primary Agreement means the agreement to which this exhibit is attached.

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

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

  • 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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.