Indemnification Matters definition

Indemnification Matters shall have the meaning set forth in Section 13.5.
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Indemnification Matters shall have the meaning given to such term in Section 7.1(a) of this Agreement. Indemnitees. "Indemnitees" shall mean the following Persons: (a) Parent; (b) Acquisition Sub; (c) any of the Companies; and
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Examples of Indemnification Matters in a sentence

  • Within 30 days following the receipt of the Indemnity Response by the Indemnitee, representatives of the Indemnitor and the Indemnitee shall meet to attempt to resolve through good faith negotiations the applicable Indemnification Matters.

  • If any Indemnification Matters are pending at a time when the Indemnitee is required to pay any amount due to the Indemnitor, then the Indemnitee shall have the right, upon notice to the Indemnitor, to withhold from such payment, until final determination of such pending Indemnification Matters, the total amount for which the Indemnitor may become liable as a result thereof, as determined by the Indemnitee reasonably and in good faith.

  • The Designated Escrow Property shall be held by the Escrow Agent in a separate escrow account from the General Escrow Fund and shall be held as collateral to secure the rights of the Indemnified Parties under Article VIII with respect to the Designated Indemnification Matters (such escrow fund, the “Designated Escrow Fund”).

  • All indemnification obligations under Section 8.1(a) that are not General Indemnification Matters or Specified IP Matters are referred to herein as “Fundamental Indemnification Matters”.

  • Damages to be indemnified under this Article VIII must be claimed within one year after the Closing, except for Damages resulting from or arising out of Indemnification Matters for which proper notice under Section 8.3 above shall have been given prior to the expiration of such one-year period.

  • Limitations on Liability and Indemnification Matters Our amended and restated bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Nevada Revised Statute, or NRS.

  • The representations and warranties set forth in Section 4.14 and Item 5 of the Specified Indemnification Matters shall survive the Closing and continue for a period of three (3) years following the Closing Date.

  • Notwithstanding the foregoing, but subject to Item 1 of the Specified Indemnification Matters, Seller shall be entitled to exercise any rights it may have pursuant to the Transfer Agreements.

  • The representations and warranties set forth in Sections 4.1, 4.2, 4.3(a) and 4.4, 5.1 and 5.5 (the “Specified Representations”) and Items 1 through 4 of the Specified Indemnification Matters shall survive the Closing and continue indefinitely.

  • If, upon receipt of the Termination Notice, there are no Indemnification Matters outstanding, then within five (5) business days after receipt of the Termination Notice (the “Payment Date”), the Escrow Agent shall distribute to the Former Stakeholders all remaining Escrowed Funds in accordance with Section 4.10 of the Reorganization Agreement.