Indemnification Security definition

Indemnification Security means that Prime shall either deposit into escrow with an independent escrow agent which is reasonably acceptable to Prime and Hxxxx, on terms reasonably acceptable to Prime and Hxxxx, immediately available funds in an amount equal to 50% of the Tax Indemnity Amount based on the then current information or deliver to Hxxxx an unconditional, irrevocable letter of credit in an amount equal to 50% of the Tax Indemnity Amount based on the then current information issued by a national bank which is one of the 100 largest national banks in the United States ranked on total assets and which has a long-term credit rating of A or above by Standard & Poor's Ratings Group or an equivalent rating by Mxxxx'x Investor Services; provided, however, that if the combined Net Worth of Prime and PGRT, as reflected on the most recent quarterly Prime Financial Statements, falls below $100,000,000, Prime shall deposit 100% of the Tax Indemnity Amount in escrow or furnish a letter of credit meeting the requirements set forth above to Hxxxx in immediately available funds in an amount equal to 100% of the Tax Indemnity Amount. The terms of any such letter of credit shall provide that such letter of credit may be drawn in full by the Indemnitee if ten (10) days before the expiration of such letter of credit, either such letter of credit has not been replaced by a new letter of credit in an amount not less than that of the letter of credit being replaced and otherwise on terms identical to the letter of credit being replaced or Prime has otherwise placed an amount in escrow in accordance with this Agreement. If the Tax Indemnity Amount increases or decreases because of the passage of time or a change in the information upon which they are calculated, Prime shall be obligated to provide additional security in accordance with the requirements set forth above within 30 days after receipt of the revised calculation, or, in the case of a decrease, shall have the right to the return of any excess security or the reduction of the amount of any letter of credit as provided in this Agreement.
Sample 1
Indemnification Security means that Prime shall either deposit into escrow with an independent escrow agent which is reasonably acceptable to Prime, Casati and Heise, on terms reasonably acceptxxxx to Prime, Casati, and Heise, immediately available funxx xx an amount equal to 50% of the Total Indemnity Amount based on the then current information or deliver to Casati and Heise an unconditional, irrevocaxxx letter of credit in an amount equal to 50% of the Total Indemnity Amount based on the then current information issued by a national bank which is one of the 100 largest national banks in the United States ranked on total assets and which has a long-term credit rating of A or above by Standard & Poor's Ratings Group or an equivalent rating by Moody's Investor Services; xxxxxxed, however, that if the equity market capitalization of Prime Group Realty Trust ("PGRT"), the general partner of Prime, at any time falls below $200,000,000 for more than 30 consecutive trading days, Prime shall deposit 100% of the Total Indemnity Amount in escrow or furnish a letter of credit meeting the requirements set forth above to Casati and Heise in immediately availaxxx funds in an amount equal to 100% of the Total Indemnity Amount. The terms of any such letter of credit shall provide that such letter of credit may be drawn in full by the Indemnitees if ten (10) days before the expiration of such letter of credit, either such letter of credit has not been replaced by a new letter of credit in an amount not less than that of the letter of credit being replaced and otherwise on terms identical to the letter of credit being replaced or Prime has otherwise placed an amount in escrow in accordance with this Agreement. If the Total Indemnity Amount increases or decreases because of the passage of time or a change in the information upon which they are calculated, Prime shall be obligated to provide additional security in accordance with the requirements set forth above within 30 days after receipt of the revised calculation, or, in the case of a decrease, shall have the right to return of any excess security as provided in this Agreement.
Sample 1
Indemnification Security defined in Section 6.7.
Sample 1

Examples of Indemnification Security in a sentence

  • The rights of each Holder of Notes forming part of any Normal Common Equity Unit, including such Holders’ Put Rights, shall, if such Holder is the Initial Holder (as defined in the Stock Purchase Contract Agreement) of such Normal Common Equity Units, be subject to the security interest in such Notes in favor of the Company provided for in the Pledge Agreement and, in the case of Notes that form part of any Pledged Common Equity Units, the Indemnification Security Agreement.

  • CUB concedes that the refund is the same as CUB’s proposed adjustment and supports Commission approval of the refund agreed to in the Stipulation.

  • If the New General Partner contests a Partnership Level Issue that, if successful, would result in a Tax Event, Prime's obligation to pay any Tax Indemnity Amounts shall, at Prime's election, be deferred until thirty (30) days after a Final Determination of the Indemnitees' respective federal income tax liabilities in respect of a Tax Event, provided that, upon receipt of the 30-day letter from the Internal Revenue Service, Prime furnishes the Indemnification Security.

  • In such event, as a condition to the reporting by the Indemnitee as described above, Prime shall provide the Indemnification Security if at any time between the date of such event and a Final Determination with respect to such event, the combined Net Worth of Prime and PGRT is less than $100,000,000.

  • Prior to release of the Construction Certificate submission of a Waste Management Plan, in accordance with Council's current requirements.

  • Capitalized terms used and not otherwise defined herein have the respective meanings given to them in the Indemnification Security Agreement.

  • In such event, as a condition to the reporting by the Indemnitees as described above, Prime shall provide the Indemnification Security if at any time between the date of such event and a Final Determination with respect to such event, the equity market capitalization of PGRT is less than $400,000,000.

  • All shares of Common Stock issued or delivered upon conversion of the Series B Preferred Stock shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and (except, in the case of Series B Preferred Stock pledged pursuant to the Indemnification Security Agreement, as provided in the Indemnification Security Agreement) free of any lien or adverse claim created by the Corporation.

  • All shares of Common Stock issued or delivered upon conversion of the Series [B] Preferred Stock shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and (except, in the case of Series [B] Preferred Stock pledged pursuant to the Indemnification Security Agreement, as provided in the Indemnification Security Agreement) free of any lien or adverse claim created by the Corporation.

  • If General Partner contests a Partnership Level Issue that, if successful, would result in a Tax Event, Prime's obligation to pay any Tax Indemnity Amounts shall, at Prime's election, be deferred until thirty (30) days after a Final Determination of the Indemnitee's federal income tax liabilities in respect of a Tax Event, provided that, upon receipt of the 30-day letter from the Internal Revenue Service, Prime furnishes the Indemnification Security.


More Definitions of Indemnification Security

Indemnification Security defined in Section 9.7.
Sample 1

Related to Indemnification Security

  • 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.

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

  • Indemnification Claim has the meaning set forth in Section 8.4(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 Notice has the meaning set forth in Section 11.3(a).

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

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

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

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • 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.

  • Company Indemnified Parties has the meaning specified in Section 7.8(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.

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • 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.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Holder Indemnified Party is defined in Section 4.1.

  • 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.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

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

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.