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 has the meaning set out in Section 6.5(a)(i);
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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 illustration purposes only, if there is an indemnifiable Loss and Expense equal to $150,200.00 and the then-outstanding principal amount of the Indemnity Note is $150,000.00 and the amount of Warrants available for reduction under the One Year Warrant is zero (0), the Buyer Indemnity Amount shall be equal to $200.00, and the number of Indemnity Offset Warrants shall be equal to 70/100 (0.70) of a Warrant (i.e., 0.70 of a Warrant).

  • To cause its audit committee to review, on a quarterly basis, all payments made to (i) the Sponsor or any of the Company’s officers or directors, or any of their respective affiliates, or (ii) any other Company affiliates.

  • 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”.

  • 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”.

  • This Note is the "Indemnity Note" referred to in Section 2(b)(iii) of the Purchase Agreement.

  • Effective as of the date first set forth above, the phrase in the fifth line of Section 8.1 “reimbursement from the Escrow Account” is deleted and replaced in its entirety with the phrase “permitted set off against the Indemnification Note, or if the Indemnification Note has been voluntarily prepaid in whole or in part, reimbursement from the Indemnity Note Escrow Account”.

  • 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.

  • Borrower shall execute and deliver on the Closing Date a Cash Management Indemnity Note to evidence Scotiabank's Cash Management Indemnity Loans, in the principal amount of Scotiabank's Cash Management Indemnity Loan Commitment and with other appropriate insertions.

  • 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.

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


More Definitions of Indemnity Note

Indemnity Note means a promissory note in the form of Exhibit D.
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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 the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • 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 10.3.

  • 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.

  • 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.

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

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • 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 9.3(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.