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 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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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.

  • 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.

  • Upon any payment becoming due under the Indemnity Note in accordance with its terms and upon any adjustment to the amount of the Indemnity Note in accordance with its terms, the Sellers' Rep and the Buyer shall execute and deliver to the Escrow Agent a joint written instructing directing the Escrow Agent to deliver the respective funds from the Indemnity Escrow Account to Buyer or the Sellers' Rep, as the case may be, in the amounts provided for therein and herein.

  • This Subordinated Indemnity Note (the “Note”) is one of a series of Notes of like tenor in the aggregate principal amount of $1,200,000 issued by the Company pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated June ___, 2010 (the “Issue Date”), by and among the Company, Unify Acquisition Corp., a wholly owned subsidiary of the Company and Strategic Office Solutions, Inc., a California corporation.

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

  • Pursuant to and in connection with the Indemnity Note, the Majority Shareholders shall pledge and deliver to the Purchaser all of the Majority Shares (less those that may have been sold to directly satisfy an Indemnification Claim).

  • 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”.

  • The Collateral Assignment, Guaranty Agreement, Indemnity, Note, Trademark Security Agreement, Pledge Agreement, Intercompany Subordination Agreement and Security Agreement shall have been duly executed and delivered to the Lender together with all appropriate financing statements and appropriate stock powers and certificates evidencing the Shares, the Partnership Interests and the LLC Interests.

  • The Indemnity Note shall be for the amount of the Recoverable Indemnification Claim and shall mature on the date which is the later of (x) eighteen (18) months from the Closing Date, or (y) six months from the date of its execution.

  • The details are as follows: 4 At the time of registration of each indent parties will furnish certified copies of six documents and endorsement in the Forwarding Note declaring that the consignment is meant for domestic consumption within India.5 Submission of Affidavit at loading points certifying that the iron ore booked are meant for domestic consumption and not meant for export and an Indemnity Note.


More Definitions of Indemnity Note

Indemnity Note has the meaning set out in Section 6.5(a)(i);
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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 among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • 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 date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended 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, 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.

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date 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 has the meaning set forth in Section 9.4(a).

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

  • 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.