Distribution of Indemnification Escrow Fund Sample Clauses

Distribution of Indemnification Escrow Fund. (a) If the Stockholder Representative in his Response Notice agrees that the full Claimed Amount is owed to the Purchaser Indemnified Party, or if no Response Notice is received by the Purchaser Indemnified Party from the Stockholder Representative prior to the expiration of the Dispute Period, then the Escrow Agent shall release an amount equal to the Claimed Amount from the Escrow Fund to Purchaser within one (1) Business Day following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period.
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Distribution of Indemnification Escrow Fund. On or prior to the twelve (12) month anniversary of the date hereof (the “Escrow Termination Date”), the Securityholder Representative and Parent shall execute and deliver a joint written notice instructing the Escrow Agent to release to the Company Securityholders, in each case, as of immediately prior to the Effective Time (or to the Surviving Corporation, its payroll processor or the Paying Agent for further distribution to such Company Securityholders as applicable), payable in accordance with such Company Securityholder’s Per Share Portion an amount of cash equal to (i) the dollar amount of the then-remaining Indemnity Escrow Funds, less (ii) the amount necessary to satisfy any unsatisfied claims specified in any written claim made pursuant to Article XI duly delivered to the Securityholder Representative on or prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date (“Pending Claims”). From time to time after the resolution of any Pending Claim for which a portion of the Indemnity Escrow Funds was withheld, and after any release of cash from the Indemnity Escrow Fund to Parent or any Indemnified Party in accordance with this Article XI to satisfy such Pending Claims, the Securityholder Representative and Parent shall, as promptly as practicable (and in any event within two (2) Business Days) thereafter execute and deliver a joint written notice instructing the Escrow Agent to release an amount of cash equal to the amount withheld for such Pending Claim in respect of such resolved Pending Claim and not released to an Indemnified Party to Securityholders, in each case, as of immediately prior to the Effective Time (or to the Surviving Corporation, its payroll processor or the Paying Agent for further distribution to such Securityholders as applicable), payable in accordance with such Company Securityholder’s Per Share Portion.
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Distribution of Indemnification Escrow Fund 
Sample 1

Related to Distribution of Indemnification Escrow Fund

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Payment of Indemnification If, in regard to any Losses:

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

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