Indemnification Security definition

Indemnification Security defined in SECTION 8.4.
Sample 1
Indemnification Security means that Prime shall either deposit into escrow with an independent escrow agent which is reasonably acceptable to Prime and Xxxxx, on terms reasonably acceptable to Prime and Xxxxx, immediately available funds in an amount equal to 50% of the Tax Indemnity Amount based on the then current information or deliver to Xxxxx 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 Xxxxx'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 Xxxxx 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by the Indemnitee if ten (10) days before the expiration of such letter of credit, either such letter of credit has not been replaced by a new letter of credit in an amount not less than that of the letter of credit being replaced and otherwise on terms identical to the letter of credit being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 Xxxxx, on terms reasonably acceptable to Prime, Casati, and Xxxxx, immediately available funds in an amount equal to 50% of the Total Indemnity Amount based on the then current information or deliver to Casati and Xxxxx an unconditional, irrevocable 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 Xxxxx'x Investor Services; provided, 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 Xxxxx in immediately available 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

Examples of Indemnification Security in a sentence

  • Submit an engineer's statement estimating construction costs including earthwork, drainage, all inspections (soils, structural, and civil engineers, etc.), and erosion control associated with the foundation, retaining walls, and drainage system for review and approval per the Waiver, Indemnification, Security, and Insurance Agreement.

  • A Deed Restriction shall be recorded which prohibits the use of the roof, side yardsand rear yard except for the purpose of maintenance or repair.L. Submit an engineer's statement estimating construction costs including earthwork, drainage, all inspections (soils, structural, and civil engineers, etc.), and erosion control associated with the foundation, retaining walls, and drainage system for review and approval per the Waiver, Indemnification, Security, and Insurance Agreement.

  • The first time you launch the program, use these defaults: Default User Name: rootDefault Password root You can change the password at any time(see “Changing your log-in password on page 24).

  • 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.

  • 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.

  • Prime shall have no obligation to make any indemnification payment or provide any Indemnification Security to Xxxxx if the Xxxxx Obligation is not paid when due as provided above, in accordance with Paragraph 15b.

  • The SFO had full time staff based in the field over several years focused on a single country, assuring both close contact with developments and continuity of staff.

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

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 12.3.

  • 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 has the meaning set forth in Section 2.5.

  • 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 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 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.

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

  • 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.