Projected Indemnity Amount definition

Projected Indemnity Amount shall have the meaning set forth in Section 8.2(b).
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Projected Indemnity Amount means, as of any date, the sum of Losses that, as of such date, would reasonably be expected to be paid out of the Indemnity Escrow Account pursuant to, and subject to the conditions and limitations provided under, Article 6 in respect of claims that have been timely and properly asserted in good faith in accordance with Article 6 but not finally resolved by such date.
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Projected Indemnity Amount means the maximum aggregate amount of Losses that, as of the Survival Expiration Date, would reasonably be expected to be indemnified by the Escrow Fund pursuant to this Article IX in respect of claims that have been timely asserted but not finally resolved by such date; provided, however, that in the case of any claim under Section 9.01(d), such claim is limited to an amount of Indemnified Tax that is (i) shown as due on a Tax Return for a Pre-Closing Tax Period, (ii) with respect to an item for which a Governmental Entity has identified in writing an issue and has provided, in writing, sufficient information to determine the nature and, taking into account the relevant Tax Return and accompanying work papers, amount of the issue, or (iii) with respect to a Tax position for which a reserve has been established for financial reporting purposes. Anything to the contrary in the foregoing notwithstanding, the execution and delivery of an Expiration Date Release Notice by the Shareholder Representative shall not prevent or otherwise impair the Shareholder Representative from disputing the Projected Indemnity Amount or any liability in respect of claims included in the determination of the Projected Indemnity Amount.
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Examples of Projected Indemnity Amount in a sentence

  • Anything to the contrary in the foregoing notwithstanding, the execution and delivery of an Expiration Date Release Notice by the Shareholder Representative shall not prevent or otherwise impair the Shareholder Representative from disputing the Projected Indemnity Amount or any liability in respect of claims included in the determination of the Projected Indemnity Amount.

  • In addition, promptly after the date that is twenty-four (24) months after the Closing Date (a “Second Distribution Date”), Buyer will notify Seller or the Representative in writing of the Projected Indemnity Amount as of such date.

  • If such dispute is not so resolved within such sixty (60)-day period, then Seller may initiate a lawsuit with respect to the subject matter of such dispute in accordance with, and subject to the limitations of, this Agreement; provided, however, that no such lawsuit may be brought more than six months after the receipt by Seller or the Representative of the applicable notice of Claim referred to in Section 7.06 or the calculation of the Projected Indemnity Amount referred to in Section 7.06, as applicable.

  • Promptly after the date that is twelve (12) months after the Closing Date (a “First Distribution Date”), Buyer will notify Seller or the Representative in writing of the Projected Indemnity Amount as of such date.


More Definitions of Projected Indemnity Amount

Projected Indemnity Amount means, as of pending any date, the maximum aggregate amount that is determined by Buyer in good faith to be necessary to satisfy all pending Claims for indemnification by Seller pursuant to Article VII of this Agreement that have been timely asserted but not finally resolved by that date, including an amount with respect to fees and expenses projected by Buyer in good faith to be the maximum aggregate amount necessary to cover costs and expenses related to the enforcement of such Claims.
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Projected Indemnity Amount has the meaning set forth in Section 2.14(a).
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Projected Indemnity Amount means the (w) sum of Losses that, as of the Indemnity Escrow Release Date, would reasonably be expected to be indemnified by the Indemnity Escrow Account pursuant to Article 9 in respect of claims that have been timely asserted but not finally resolved by such date, divided by (z) the Twenty Day Average for the Indemnity Escrow Release Date.
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Projected Indemnity Amount means the maximum aggregate amount of Losses that, as of the Survival Expiration Date, would reasonably be expected to be (i) indemnified by the Escrow Fund pursuant to this Article IX in respect of claims that have been timely asserted but not finally resolved by such date or (ii) paid to Purchaser from the Escrow Fund pursuant to Section 1.04(d)(ii) pending determination of a final Statement that is binding on Seller and Purchaser in accordance with Section 1.04. Anything to the contrary in the foregoing notwithstanding, the execution and delivery of an Expiration Date Release Notice by Seller shall not prevent or otherwise impair Seller from disputing the Projected Indemnity Amount or any liability in respect of claims included in the determination of the Projected Indemnity Amount.
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Related to Projected Indemnity Amount

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

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.

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

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

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

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

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

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

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

  • 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.

  • Casualty Amount means five hundred thousand Dollars (USD500,000) (or the equivalent in any other currency);

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

  • Loss Adjustment Expense means costs and expenses incurred by the Company in connection with the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Modified adjusted gross income means “federal adjusted gross income”:

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Insurance Costs means the sums described in paragraph 1.1 of Part 5 of the Schedule;

  • Common expense liability means the liability for common

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.