Indemnity Portion definition

Indemnity Portion means with respect to each Company Holder (in each case excluding any holders of Dissenting Shares, with respect to such Dissenting Shares), an amount (expressed as a percentage) equal to the Table of Contents quotient obtained by dividing (a) the aggregate amount of cash and the aggregate dollar amount of stock payable or issuable to such Company Holder pursuant to Section 1.6(b)(i)(A) in respect of the shares of Company Capital Stock (excluding any Dissenting Shares and disregarding any deductions (whether for contribution to the Tail Fund, Escrow Fund, Representative Expense Fund or otherwise)) owned by such Stockholder, the amounts payable or issuable to the Company Note Holders pursuant to this Agreement, and the amounts payable to the Retention Participants pursuant to this Agreement and the Retention Plan, in each case as of the Effective Time, by (b) the aggregate amount of cash and the aggregate dollar amount of stock payable or issuable to all Company Holders pursuant to Section 1.6(b)(i)(A) in respect of Company Capital Stock (excluding Dissenting Shares and disregarding any deductions (whether for contribution to the Tail Fund, Escrow Fund, Representative Expense Fund or otherwise)), the amounts payable or issuable to the Company Note Holders pursuant to this Agreement, and the amounts payable to the Retention Participants pursuant to this Agreement and the Retention Plan, in each case as of the Effective Time. For purposes of calculating the dollar amount of such stock, each share of Parent Common Stock shall be valued at the Parent Trading Price.
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Indemnity Portion means the percentage set forth opposite each Seller’s name and against Xxxxxxxxxx’x name on Schedule 1 in the column headed “Indemnity Portion”.
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Indemnity Portion has the meaning set forth in Section 2.6(a)(2).
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Examples of Indemnity Portion in a sentence

  • If Parent declares any cash dividends, dividends payable in other property or other distributions of any kind with respect to Indemnity Shares held by the Escrow Agent, such cash dividends, dividends payable in other property or other distributions of any kind shall form part of the Indemnity Portion of the Escrow Fund as provided for in Section 2.2 of this Agreement.

  • Upon a Release Date and thereafter, the Escrow Agent shall continue to hold the portion of the Indemnity Portion of the Escrow Fund that are subject to contested claims in accordance with section 9.6 of the Merger Agreement until the Escrow Agent receives written notice of resolution of a claim pursuant to Section 9.6 or 9.7 of the Escrow Agreement, as applicable.

  • Provided that there are no amounts held in the Indemnity Portion of the Escrow Fund, the Escrow Fund shall be terminated on the earlier of (I) the date all shares of Parent Preferred Stock are redeemed or converted pursuant to the Parent Preferred Stock Terms and (ii) the date that is 36 months from the Closing Date.

  • Upon a Release Date and thereafter, the Escrow Agent shall continue to hold the portion of the Indemnity Portion of the Escrow Fund that are subject to pending claims in accordance with section 9.3 of the Merger Agreement.

  • Any income earned in respect of the Escrow Fund which is not used by the Escrow Agent as provided in this Agreement may be accumulated by the Escrow Agent and added to the capital of the Indemnity Portion of the Escrow Fund.

  • The Indemnity Portion of the Escrow Fund to be deposited with the Escrow Agent pursuant to the Merger Agreement is to be held of record by the Escrow Agent as escrow agent for and on behalf of, and for the use and benefit of, the Company Equity Participants and in accordance with the provisions of this Agreement and the Merger Agreement.

  • Such agency may be changed by the holders of a majority in interest of the Indemnity Portion of the Escrow Fund from time to time upon not less than 10 days' prior written notice to Parent.

  • Notwithstanding Section 7.5(c)(ii), Purchaser shall not be entitled to reimbursement from the Indemnity Portion of the Escrow Fund for the amount of any Taxes due as reflected on the Pre-Closing Tax Returns to the extent such Taxes result solely from the allocation of Tax deductions pursuant to this Section 7.5(e).

  • To the extent the Indemnified Persons are entitled to receive any indemnification pursuant to the terms of this Section 10, such Indemnified Persons will be required to first exhaust the Indemnity Portion of the Escrow Fund prior to pursuing any other remedies or sources of recovery, to the extent available under this Section 10.

  • To the extent the Purchaser Indemnified Persons (as defined below) are entitled to receive any indemnification pursuant to the terms of this Section 9, such Purchaser Indemnified Persons will be required to first exhaust the Indemnity Portion of the Escrow Fund as their sole source of recovery prior to pursuing any other remedies or sources of recovery, to the extent available under this Section 9.


More Definitions of Indemnity Portion

Indemnity Portion means with respect to each Company Holder (in each case excluding any holders of Dissenting Shares, with respect to such Dissenting Shares), an amount (expressed as a percentage) equal to the
Sample 1
Indemnity Portion means $17,500,000.
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Indemnity Portion means, with respect to Xxxxxxx, 61.86%, and, with respect to RidgeLake, 38.14%.
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Indemnity Portion means $3,500,000.
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Indemnity Portion means, with respect to Lichter, 61.86%, and, with respect to RidgeLake, 38.14%. “Insurance Policies” has the meaning ascribed to it in Section 3.16.
Sample 1

Related to Indemnity Portion

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

  • Indemnity Escrow Amount means $5,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

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

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

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

  • 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.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • 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 Escrow Agreement has the meaning set forth in Section 1.5.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • 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.

  • Indemnity Period means the period during which the results of the business are affected beginning with the occurrence of the monetary win but not exceeding the maximum indemnity period

  • Escrow Amount has the meaning set forth in Section 2.1(c).

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

  • Insurance Amount has the meaning set forth in Section 6.08(c).

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.