Escrow Indemnification Sample Clauses

Escrow Indemnification. The Parties hereto agree, and by adopting and approving this Agreement and the Merger, the Stockholders shall agree, that the Escrow Indemnity Funds will be withheld from the Exchange Merger Consideration and held in escrow in accordance with the terms of this Article 8 and the Escrow Agreement in order to provide a fund to indemnify Acquiror and hold Acquiror harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce the terms of this Agreement or any Collateral Document (collectively, "Loss and Expense"), suffered, directly or indirectly, by Acquiror by reason of, or arising out of:
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Escrow Indemnification. (a) At the Closing, pursuant to an Escrow Agreement to be executed by the parties in substantially the form and substance of Exhibit 2.4 hereto, the Escrow Deposit shall be deposited with an escrow agent (the "Escrowee") acceptable to Buyer and Sellers and shall be held by the Escrowee, together with all dividends (stock or cash), if any, earned thereon, and any interest or income earned thereon in accordance with the Escrow Agreement, as a non-exclusive source of indemnification from the Sellers for any amount due to any Buyer Indemnitee (as such term is hereinafter defined) and as a source of repayment of any reduction in the Purchase Price pursuant to Section 1.6 or Section 2.3 above. The Escrow Deposit shall be deemed to be the property of Buyer unless and until paid to Sellers pursuant to the Escrow Agreement. The Escrow Deposit (plus all dividends, if any, earned thereon, and any interest or income earned thereon in accordance with the Escrow Agreement) less any claims made pursuant to Section 1.6 or Section 2.3 above or for Losses (as such term is defined in Section 10.2(a) hereof), and also less any amounts previously released to Sellers in accordance with Section 1.6 above, shall be released to Sellers on the first anniversary of the Closing Date. If any Buyer Indemnitee shall have asserted a claim to indemnification or for a Purchase Price reduction, and the amount of such claim shall not have been finally determined by the first anniversary of the Closing Date, then the amount of the Escrow Deposit to be released to Sellers in accordance with the foregoing sentence shall be reduced by a reasonable reserve for such claim as determined by Buyer in good faith and set forth in a notice to Sellers and the Escrow Agent. If Sellers shall dispute the amount of such reserve, they shall give notice to Buyer setting forth in reasonable detail their objections and the basis therefor, in which case the parties shall meet and in good faith attempt to resolve any disagreements within thirty (30) days after Sellers' receipt of notice of the amount of the reserve. If the parties are unable to resolve such disagreements within such time period, the disagreements shall be referred to the Settlement Accountants, and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge, or adjustment absent fraud. The Settlement Accountants shall be directed to use their best efforts to reach a determination not more th...
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Escrow Indemnification. (a) The Parties hereto agree, and by adopting and approving this Agreement and the Merger or the ATSI Plan of Merger, the ATSI Merger, the UAC Plan of Merger or the UAC Merger, as the case may be, the stockholders of the Arcus Parties shall agree, that an aggregate amount equal to the Common Stock Escrow Indemnity Contribution will be withheld from the Cash Merger Consideration and, together with the Warrant Escrow Indemnity Contribution to be withheld pursuant to the Warrant Purchase Agreements from the Warrant Purchase Price (collectively, the "Escrow Indemnity Funds"), will be deposited into escrow and held and disbursed in accordance with the terms of this Article 8 and the Escrow Agreement in order to provide a fund to indemnify Acquiror and hold Acquiror harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce the terms of this Agreement or any Collateral Document (collectively, "Loss and Expense"), suffered, directly or indirectly, by Acquiror by reason of, or arising out of:
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Escrow Indemnification. (A) At the Closing, pursuant to an Escrow Agreement to be executed by the parties in substantially the form and substance of Exhibit 2.5(a) hereto, the Escrow Deposit shall be deposited with CoreStates Bank, N.A. or another escrow agent acceptable to Buyer and Shareholder (the "ESCROWEE") and shall be held by the Escrowee, together with all interest or income, if any, earned thereon in accordance with the Escrow Agreement, as a non-exclusive source of indemnification from the Shareholder for any amount due to any Buyer Indemnitee (as such term is hereinafter defined in Section 11.2) pursuant to Articles II, XI, or otherwise. The Escrow Deposit (plus all interest or income earned thereon in accordance with the Escrow Agreement) less any claims made in good faith for Losses (as such term is defined in Section 11.2) and any amounts paid to Buyer or the Shareholder in accordance with Section 2.2(b) above shall be released to Shareholder on the second anniversary of the Closing Date (the "ESCROW RELEASE DATE").
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Escrow Indemnification. In further consideration for the releases provided by Northside pursuant to Section 1 and 3 of this Agreement, T(2) shall indemnify and hold harmless Northside and its successors, directors, shareholders, officers, agents, assigns, subsidiaries, parent companies and affiliated entities (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all liabilities arising from Medicare and/or Medicaid disallowances for lithotripsy services on Northside's 1994 cost reports filed with Medicare and/or Medicaid ("1994 Disallowances"), but only to the extent such 1994 Disallowances exceed Eighty Five Thousand and No/Hundred Dollars ($85,000.00) (the "Escrow Indemnification"); provided, however, that the maximum indemnification amount payable by T(2) hereunder shall in no event exceed Eighty Five Thousand and No/Hundred Dollars ($85,000.00). It is hereby agreed by the parties that any and all claims that any Indemnified Party has or may have against Bay Area with respect to any liabilities, losses and damages whatsoever which any Indemnified Party may incur with respect to any 1994 Disallowances shall only be asserted against T(2) and shall be subject to the Escrow Indemnification and the limitation imposed thereon, and no such claims shall be asserted by any Indemnified Party against Bay Area or any of its successors, directors, shareholders, officers, agents, assigns, subsidiaries, parent companies or affiliated entities.
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Escrow Indemnification 
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Related to Escrow Indemnification

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

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

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Cross Indemnification Each Lender (an “Indemnifying Party”) hereby agrees to indemnify, hold harmless and defend each other and such other Lender’s respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any TXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the “Indemnified Parties”), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys’ fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the TXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Release Indemnification (a) In further consideration of Agent’s and Lenders’ execution of this Amendment, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and affiliates, hereby forever releases Agent and each Lender and their respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”) that such Credit Party may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date this Amendment was executed, including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not the Credit Parties shall satisfy all other provisions of this Amendment, the Loan Documents or the Credit Agreement, including payment in full of all Obligations.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

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