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Indemnity Note definition

Indemnity Note means that certain Indemnity Holdback Promissory Note dated June , 2019 in the original principal amount of $150,000.00 from Buyer in favor of Holder.
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Indemnity Note means a promissory note in the form of Exhibit D.
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Indemnity Note has the meaning set out in Section 6.5(a)(i);
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Examples of Indemnity Note in a sentence

  • For availing the domestic rate, the parties had to submit several documents/affidavits, Indemnity Note and endorsement in the Forwarding Note as detailed in para 2.2.3 above.A test check by Audit revealed that 153 parties did not submit any of the prescribed documents before booking and delivery of 699 rakes carrying iron ore, during the period 22nd May 2008 to 31st March 2012.

  • Buyer agrees to deliver to the Escrow Agent, the Seller Indemnity Note.

  • The Judicial Council will provide to the Criteria Architect a legal description of the Project site and all reports, surveys, drawings, and tests in the Judicial Council’s possession that concern the conditions of the Project site.

  • Whenever the amount of the Indemnity Escrow Amount shall exceed the outstanding principal amount of the Indemnity Note, as adjusted from time to time in accordance with its terms, the amount of such excess shall be released to the Buyer in accordance with the Escrow Agreement.

  • At or prior to the Effective Time, Buyer shall have delivered the Subordinated Indemnity Note to the Escrow Agent pursuant to the Escrow Agreement.

  • The Purchaser agrees to the release and return of Majority Shares pledged under the Indemnity Note for the purpose of realizing upon the Purchaser's security interest in such Majority Shares to the extent that such Majority Shares are sold and the proceeds therefrom are paid to Purchaser in full or partial satisfaction of one or more Indemnity Notes or a Recoverable Indemnification Claim not satisfied by the execution and delivery of an Indemnity Note.

  • Effective as of the date first set forth above, the phrase in the sixth line of Section 8.5(b)(i) “shall be entitled to reimbursement” is deleted and replaced in its entirety with the phrase “shall be entitled to permitted set off against the Indemnification Note, or if the Indemnification Note has been voluntarily prepaid in whole or in part, to reimbursement from the Indemnity Note Escrow Account”.

  • Where the amount of principal or interest on the Indemnity Note has been reduced in accordance with the terms of the Indemnity Note the amount of the Total Cash Purchase Price shall be reduced by the same amount and the Buyer shall not have any further obligations as regards payment of the Total Cash Purchase Price in this regard.

  • Effective as of the date first set forth above, the phrase in the ninth line of Section 8.3 “from the Escrow Account” is deleted 6 and replaced in its entirety with the phrase “by permitted set off against the Indemnification Note or from the Indemnity Note Escrow Account”.

  • Consultant shall at all times faithfully and competently, perform all services described herein.


More Definitions of Indemnity Note

Indemnity Note means the promissory note, if any, in a principal amount not to exceed $500,000 that may be issued by the Purchaser pursuant to the Fansteel Asset Purchase Agreement.
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Related to Indemnity Note

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

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

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Claim Certificate shall have the meaning set forth in Section 8.6(a).

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

  • 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.

  • Guarantee/Warranty/ Defect Liability Period (DLP) means the period and other conditions governing the warranty/guarantee/defect liability period of the services as provided in the Contract.

  • Environmental Damages means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including reasonable fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, direct or indirect, foreseeable or unforeseeable, made, incurred, suffered or brought at any time and from time to time and arising in whole or in part from:

  • Defects Liability Certificate means the certificate issued by Architect upon correction of defects by the Contractor.

  • Defects Liability Expiry Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.

  • Indemnified Claim has the meaning set forth in Section 8.2.

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

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

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

Most Referenced Clauses

Most Referenced Definitions