Indemnity Release Date definition

Indemnity Release Date has the meaning set forth in Section 1.9.
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Indemnity Release Date means the first anniversary of the date of termination of this Agreement, unless written notice of potential indemnity obligations under Section 7.3(a) hereof (together with a copy of a third party lawsuit or threatened claim) has been delivered by Manager to Pioneer on or prior to such first anniversary, in which case the Indemnity Release Date shall be the date upon which the claims against Manager giving rise to the potential indemnity obligations referenced in any such notice are dismissed or resolved entirely in the Manager's favor by final judgment(s) (after expiration of all applicable appeal periods), or such indemnity obligations are paid to Manager up to the amount of the Pioneer Secured Indemnity Obligations on the date of such payment
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Indemnity Release Date has the meaning given to that term in Section 3.05(b).
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Examples of Indemnity Release Date in a sentence

  • On the Indemnity Release Date, the balance of the Indemnity Escrow Amount (less any amount subject to a Pending Claim) shall be released to the Sellers’ Representative (on behalf of Sellers) for further distribution to the Sellers in accordance with the portion of the Indemnity Escrow Account payable to the Sellers as set forth on Annex I.

  • The representations and warranties made by Acquirer herein shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto until the Indemnity Release Date.

  • The period (the “Claims Period”) during which claims may be made for Damages pursuant to clauses (i) and (ii) of Section 9.3(a) shall commence at the Closing and terminate at 11:59 p.m. Eastern Time on the Indemnity Release Date.

  • Thomas), Wrap-Up for 2009-2010 Computational Modeling Pilot Grants, University of Pittsburgh Graduate School of Public Health, March 2010.

  • The Company Fundamental Representations survive the Closing and remain in full force and effect until the Indemnity Release Date; provided that no right to indemnification pursuant to this Section 9 in respect of any claim that is set forth in a Claim Certificate delivered to the Securityholder Agent on or prior to the expiration of such Company Fundamental Representations shall be affected by such expiration.

  • Effective as of the Indemnity Release Date, the Purchaser, for itself and on behalf of all of the Purchaser Releasing Parties, further agrees never to commence or participate as a party in any Action based upon the Tax Indemnity Released Matters.

  • If the Closing Shares are released from escrow after the Indemnity Release Date, all Closing Shares then deliverable to the Sellers (other than the Escrow Shares having a value equal to any Pending Claims) shall be released to the Sellers as described in Section 2.13 regardless of any Pending Claims.

  • Following the Indemnity Release Date, in the event that the Retained Indemnity Amount at any time exceeds the maximum amount (based on the most recent Indemnity Draw-Down Request for each Indemnity Outstanding Claim) of all Indemnity Outstanding Claims, the Escrow Agent shall deliver according to the Sellers’ instructions, within five (5) Business Days of the Sellers’ written request for such delivery, such amount equal to such excess.

  • Any Escrow Funds remaining in the Indemnity Account following the Indemnity Release Date shall only be released in accordance with the provisions of Section 5(a), and (b) any Escrow Funds remaining in the Working Capital Account following the Working Capital Release Date shall only be released in accordance with the provisions of Section 5(b).

  • For purposes hereof, the "Tax Escrow Amount" shall mean a portion of the General Indemnity Escrow Amount in an amount equal to the lesser of (x) Two Million Dollars ($2,000,000) and (y) the remaining General Indemnity Escrow Amount as of the Initial General Indemnity Release Date (less any Retained Amount, except as otherwise contemplated hereby).


More Definitions of Indemnity Release Date

Indemnity Release Date means the date on which all Obligations of the Borrower arising under the Loan Documents, other than those set forth in Section 10.04(c), have been satisfied in full.
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Indemnity Release Date means the twenty-four (24) month anniversary of the Closing Date; provided, however, that fifty percent (50%) of the remaining Indemnity Escrow Amount as of the twelve (12) month anniversary of the Closing Date, shall be disbursed to the Sellers’ Representative (subject to Section 1.5) on such date.
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Indemnity Release Date shall have the meaning set forth 9.3(b).
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Related to Indemnity Release Date

  • Escrow Release Date has the meaning set forth in the Escrow Agreement.

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

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

  • Environmental Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.

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

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

  • Collateral Release Date has the meaning given that term in Section 8.10.(b).

  • Environmental Releases means releases as defined in CERCLA or under any applicable state or local environmental law or regulation.

  • 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.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Indemnity Escrow Amount means $3,000,000.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

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

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

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

  • Deficiency Claim Date means, with respect to any Distribution Date, the fourth Business Day immediately preceding such Distribution Date.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • 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, 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.

  • 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.

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

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

  • Release Date means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated as of the date hereof by and among the Investors and Continental Stock Transfer & Trust Company.