Examples of Indemnity Collateral in a sentence
In addition, once an indemnity claim has been made hereunder, all cash or other dividends made with respect to Units or shares of Common Stock shall be considered Indemnity Collateral and shall be placed by the General Partner in an escrow account until such claim is resolved.
With respect to indemnity obligations of the TTC Guarantors under Section 14.3, the TTC Guarantors have granted and hereby confer, subject to the provisions of Section 14.4.D, to the General Partner a lien upon and a continuing security interest in, the Indemnity Collateral which shall be security for the indemnity obligations of the TTC Guarantors, as applicable, under this Article 14.
The Escrow Agent will promptly notify Seller and Buyer if any Person asserts any Lien against the Indemnity Collateral Account or any portion of the Indemnity Escrowed Funds.
After the Remaining Indemnity Amount is determined and a copy of such determination, signed by both Buyer and Seller, is sent to the Escrow Agent, there shall be retained, in the Indemnity Collateral Account, Indemnity Escrowed Funds equal to the Remaining Indemnity Amount.
Upon satisfaction of the conditions to the release of the liens and security interests and the Indemnity Collateral, the Buyers shall prepare and file all documents and shall take all other action necessary to release such security interests in the Indemnity Collateral, as applicable.
Nothing herein shall prevent the Sellers from granting second liens or security interests in the Indemnity Collateral which are subordinate and inferior to the Buyers' first and prior lien on, and perfected security interest in, the Indemnity Collateral.
Except as otherwise provided in Section 3.01 hereof, the Escrow Agent hereby agrees that the Indemnity Collateral Account and all Indemnity Escrowed Funds held hereunder shall be held for the account of Seller; provided that Seller and Buyer expressly agree that no portion of the Indemnity Collateral Account or the Indemnity Escrowed Funds shall be or become part of the bankruptcy estate of Seller in the event that Seller is or becomes the subject debtor of a bankruptcy proceeding.
With respect to the indemnity obligations of the Sellers set forth under Section 15.2, the Sellers hereby grant to the Indemnified Parties, a first and prior lien upon and a continuing security interest in the Indemnity Collateral and in any proceeds or substitution thereof, whether now existing or hereafter acquired.
The Escrow Agent agrees that the Indemnity Collateral Account is a "securities account" within the meaning of Section 8-501(a) of the UCC and that each item of property credited to the Indemnity Collateral Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.
With respect to indemnity obligations of the TTC Guarantors under Section 14.3 hereof, the TTC Guarantors have granted and hereby confer, subject to the provisions of Section 14.4.D hereof, to the General Partner a lien upon and a continuing security interest in, the Indemnity Collateral which shall be security for the indemnity obligations of the TTC Guarantors, as applicable, under this Article 14.