Escrow Fund and Indemnification Sample Clauses

Escrow Fund and Indemnification. At the Closing, the Company will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Healtheon after the Closing). As soon as practicable after the Closing, the Escrow Amount will be deposited with U.S. Bank Trust National Association, (or other institution acceptable to Healtheon and the Securityholder Agent (as defined in Section 7.2(g) below)) as Escrow Agent (the "ESCROW AGENT"), such deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein and at Healtheon's cost and expense. The Escrow Fund shall be available to compensate Healtheon, Acquisition Sub and their affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Healtheon, Acquisition Sub, their officers, directors, or affiliates directly or indirectly as a result of (a) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein and (b) any Loss arising out of a claim by Netsource or any trustee in bankruptcy or creditor relating the Asset Purchase Agreement dated March 20, 1997 (the "Netsource Agreement"). Healtheon and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate consideration. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Asset Purchase does not close. Healtheon may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $50,000, which, for purposes of aggregating such amount, shall not include the value of any Healtheon shares transferred to Netsource, have been delivered to the Escrow Agent as provided in paragraph (e); in such case, Healtheon may recover from the Escrow Fund the total of its Losses, including the first $50,000; provided, however, in the event that such Losses ar...
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Escrow Fund and Indemnification. 56 5.1 Survival of Representations, Warranties, Covenants and Agreements 56 5.2 Indemnification 56 5.3 Escrow Fund 59 5.4 Claims 59 5.5 Resolution of Objections to Claims 60 5.6 Company Holders’ Agent 61 5.7 Third-Party Claims 63 5.8 Treatment of Indemnification Payments 63 ARTICLE VI GENERAL PROVISIONS 63 6.1 Notices 63 6.2 Interpretation 64
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Escrow Fund and Indemnification. Subject to the terms and conditions set forth herein, by approval and adoption of this Agreement, each of the Securityholders agrees to indemnify Parent and hold Parent harmless for an aggregate amount not to exceed such Securityholder’s Pro Rata Share of the Escrow Fund for claims, losses, liabilities, damages, deficiencies, costs and expenses, including Taxes, reasonable attorneys’ fees and expenses, and expenses of investigation and defense (calculated after deduction for insurance proceeds and any other amounts recovered therefor) incurred by Parent or the Surviving Corporation as a result of or arising out of:
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Escrow Fund and Indemnification. Subject to the following requirements set forth in this Section 8.2, the Indemnified Persons shall be entitled to assert indemnification claims and receive indemnification payments from the Escrow Fund, as defined in Section 1.4 above. Seller and Rakepoll Finance's obligation to indemnify Indemnified Persons pursuant to Section 8.1 shall not be limited to the aggregate value of the Escrow Fund; provided, however, that Seller or Rakepoll Finance shall not have any obligation to indemnify Indemnified Persons under this Agreement of any sort whatsoever in excess of US$5,000,000. Indemnified Persons shall receive indemnification payments directly from Seller or, at the sole option of the Indemnified Persons, Rakepoll Finance to the extent that Seller and Rakepoll Finance's obligations exceed the aggregate value of the Escrow Fund or the Seller, Rakepoll Finance, or the Escrow Agent, receives the Claim after the Escrow Period (as defined below).
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Escrow Fund and Indemnification 
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Related to Escrow Fund and Indemnification

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Expenses and Indemnification (a) The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Survival and Indemnification 46 8.1 Survival of Representations, Warranties, and Covenants... 46

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Defense and Indemnification a. Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City.

  • Release and Indemnification CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

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