Indemnity Fund. The Company expressly agrees that proceedings or threatened litigation may jeopardise the ability of the Company to act expeditiously or in good faith, or which may place persons in a capacity to influence the Company to resist good faith compliance herewith, the Company will, within two (2) days of written request, advance up to $200,000 (CDN) to a trust fund (the “Indemnity Fund”) with counsel of the Indemnitee's choice as assurance and security against possible processes or as security for on-going process. The Company warrants and undertakes that it shall not attack or attach or seek to otherwise impair to diminish such Indemnity Fund and warrants that such trust is established with the Company as settler of the trust and the Indemnitee is for all purposes a trust beneficiary but with sole rights of direction of the same for the purposes hereof, such trust and the assets thereof vest and are established for all purposes in the Indemnitee in the hands of his counsel (as trustee) immediately upon funds being delivered to such counsel and the same is and shall be an irrevocable trust in favour of the Indemnitee for the purposes stated in this Agreement. Regardless of the funding of the Indemnity Fund the Company shall pay all Expenses and the Indemnitee is not required to employ the Indemnity Fund first for Expenses or indemnification (the Indemnity Fund is an assurance of last resort for the Indemnitee for Expenses) but, unless otherwise agreed by the Indemnitee, such fund shall be retained unimpaired as continuing security in the event that the Company fails to provide indemnity at any time or is unable to do so. The Indemnitee may elect to employ such Indemnity Fund to assist any other Agent of the Company, who the Company has failed or unreasonably refused to indemnify (such judgement shall be at the reasonable discretion of the Indemnitee unless the Company shall show just and reasonable cause why such other Agent has no right in law to indemnity and, if required by the Indemnitee, has shown such to the satisfaction of a court) similarly situated to the Indemnitee. At any time that the Indemnitee employs any part of the Indemnity Fund the Company shall replenish the Indemnity Fund immediately at the requirement of the Indemnitee.
Indemnity Fund. Upon resolution passed by the Board, the Corporation may establish a trust or other designated account, grant a security interest or use other means (including, without limitation, a letter of credit), to ensure the payment of certain of its obligations arising under this Article and/or agreements which may be entered into between the Company and its officers and directors from time to time.
Indemnity Fund. Notwithstanding anything to the contrary in this Agreement, each Applicable Indemnity Amount, and the Xxxxxx II Non-Compete Amount, if applicable, shall be deposited by Buyer on the Applicable Closing Dates with X.X. Xxxxxx Chase Bank, as indemnity escrow agent (the “Indemnity Agent”). The Applicable Indemnity Amount and Xxxxxx II Non-Compete Amount, if applicable, so deposited with the Indemnity Agent shall initially constitute the indemnity escrow fund (the “Indemnity Fund”) to be held and released in accordance with the provisions of Section 3.7 and Article VIII and the Indemnity Escrow Agreement. Pursuant to the terms and conditions of the Indemnity Escrow Agreement, all interest, dividends and proceeds received on the Indemnity Amount shall be retained by the Indemnity Agent as part of the Indemnity Fund. The Indemnity Fund shall be governed by the terms set forth herein and in the Indemnity Escrow Agreement. The Indemnity Fund shall be available to indemnify the Buyer Group Members from any Loss or Expense pursuant to the terms of Article VIII. All fees and expenses of the Indemnity Agent shall be shared equally by Buyer and Seller as provided in Section 11.7.”
Indemnity Fund. 1201 The Electrical Construction Industry of British Columbia Indemnity Fund shall be maintained by CLR and the l.B.E.W. Locals 213, 230, 993, and 1003, and shall be part of this Agreement. (Copies of rules are on file at CLR offices).
Indemnity Fund. Notwithstanding Section 3.6 of the Share Purchase Agreement, only 50% of the OCV Shares held by Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx shall be placed in and shall be subject to the terms of the Indemnity Fund established pursuant to Section 19 of the Share Purchase Agreement.
Indemnity Fund. The second sentence of Section 19.1 is hereby modified to reflect that the "Pledgors" consist of only Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx.
Indemnity Fund. The Buyer shall withhold from the Purchase Price an indemnity fund in the amount of $5,000,000 in the form of cash and Common Stock as set forth in Section 2.2 (the "Indemnity Fund") as a hold-back in order to provide a fund for the payment of any Adverse Consequences resulting from or arising out of (i) the scheduled items set forth on Schedule 4.9, 4.19 and 4.25, (ii) any breach of any representation or warranty of the Sellers contained in this Agreement or in any schedule, exhibit, certificate, document or other item delivered by the Sellers or (iii) any payments required to be made to Buyer in accordance with Section 2.5, above. Any payments made from the Indemnity Fund shall first reduce the number of shares of the Buyer's common stock held within the Indemnity Fund, such shares being valued at the same value as set forth in Section 2.2 herein, and then shall reduce the amount of cash held within the Indemnity Fund. No interest shall accrue on any funds held within the Indemnity Fund. Any dividends received by the Buyer with respect to Common Stock held within the Indemnity Fund shall be retained by the Buyer as part of the Indemnity Fund and released to the Sellers in accordance with the terms of this Section 7.5. The Indemnity Fund shall be retained by the Buyer until the earlier of three business days after delivery of the Closing Date Balance Sheet in accordance with Section 2.5 or ninety days subsequent to the Closing Date (the "Release Date"). If after the Release Date, the Buyer has no claims for indemnification pending, then the Buyer shall pay to the Sellers the Indemnity Fund. If the Buyer has any claims for indemnification pending, any funds reasonably necessary to satisfy such claims shall be retained by the Buyer pending final resolution of such claims, at which point the Buyer shall pay the balance, if any, remaining in the Indemnity Fund, to the Sellers. The Sellers and the Buyer expressly acknowledge that if the Buyer's claims for indemnification for breaches of representations or warranties exceed the amount of such Indemnity Fund, the Sellers and their successors and assigns, shall remain liable for any such excess in accordance with this Section 7.
Indemnity Fund. Promptly after the Effective Time, Parent shall deposit 5.11% of the Purchase Price, rounded down to the nearest cent (the "Initial Indemnity Amount") with LaSalle Bank National Association (or another institution selected by Parent with the reasonable consent of the Company) as indemnity and escrow agent (the "Indemnity Agent"). Such deposit shall constitute the initial Indemnity Fund (as defined in the Indemnity Agreement) and shall be governed by the terms set forth herein and in the Indemnity Agreement. Any Holdback Escrow Amount shall be added to the Indemnity Fund. The Indemnity Fund shall be available to indemnify, hold harmless and reimburse any Parent Group Member from any Loss or Expense indemnifiable under this Article VIII and as provided in the Indemnity Agreement. Nothing in this Agreement shall limit the liability of the Company for any breach of any representation, warranty or covenant if this Agreement shall be terminated, provided that, subject to Section 1.5(f)(xviii)(6), resort to the Indemnity Fund shall be the exclusive remedy of the Parent Group Members for any such breaches and misrepresentations following the Effective Time other than for fraud. As used in this Agreement, (i) "
Indemnity Fund. (a) Promptly after the Effective Time, the Indemnity Shares shall be registered in the name of, and be deposited with LaSalle Bank National Association (or another institution selected by the parties) as Indemnity Fund and collateral agent (the “Indemnity Agent”). Such deposit shall constitute the initial Indemnity Fund and shall be governed by the terms set forth herein and in the Indemnity Agreement. All dividends and distributions in respect of the Indemnity Shares, whether in cash, additional Parent Common Stock or other property, received by the Indemnity Agent shall be distributed currently to the Company Stockholders in accordance with the Indemnity Agreement; provided, that stock dividends made to effect stock splits or similar events shall be retained by the Indemnity Agent as part of the Indemnity Fund. The Indemnity Fund shall be available to indemnify, hold harmless and reimburse any Parent Group Member from and against any Loss or Expense indemnifiable under this Article VIII and as provided in the Indemnity Agreement.
Indemnity Fund. The funding of this Clause shall be paid for by a contribution of one cent ($0.01) per hour by the Employer for each hour earned by each Employee to the J.T.I.P. in accordance with the Trust Document. Parties to this Agreement jointly recognize a need to provide a measure of protection to Employees whose earnings or other contractual obligations may be left unsatisfied by reason of default on the part of their Employers. For the purpose of meeting such need, the parties hereto agreed to the provisions of their Piping Industry of British Columbia Indemnity Fund (hereinafter called “The Fund”) which shall be available for the satisfaction of legitimate claims as expeditiously as possible presented by 170 Employees employed under the terms and conditions of this Agreement.
