Indemnity and Escrow Fund Sample Clauses

Indemnity and Escrow Fund. From and after the Effective Time and subject to the limitations contained in this Article VIII, the Former Foglight Stockholders will, severally and pro rata, in accordance with their Pro Rata Portion, indemnify and hold harmless Quest and the Surviving Corporation in respect of any and all Damages (as defined below) that Quest or the Surviving Corporation incur by reason of any Indemnifiable Items (as defined below). To secure performance of such indemnification obligations, as soon as practicable after the Effective Time, the Escrow Shares shall be deposited with and registered in the name of an escrow agent reasonably acceptable to Foglight and Quest (the "Escrow Agent"), such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by the terms set forth herein and in the Escrow Agreement. The Escrow Fund shall be available to compensate Quest and the Surviving Corporation for any loss, expense, liability or other damage, including, without limitation, reasonable attorneys' fees, accountants' fees, and all other reasonable costs and expenses of litigation, investigation, defense or settlement of claims (including costs of all appeals related thereto) or threats thereof and amounts paid in settlement to the extent of the amount of such loss, expense, liability or other damage (collectively, "Damages") that Quest and the Surviving Corporation incur by reason of (i) the breach or alleged breach by Foglight of any representation, warranty, covenant or agreement of Foglight contained herein; and (ii) any of the matters set forth in Exhibit 8.1 hereto (collectively, (i) and (ii) shall be referred to as "Indemnifiable Items"). Nothing contained in this Article VIII shall limit the liability (i) of Foglight for any breach of any representation, warranty or covenant if the Closing is not consummated; or (ii) of any stockholder of Foglight in connection with any breach by such stockholder of the Voting Agreement.
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Indemnity and Escrow Fund. 46 Section 8 - Termination, Amendment and Waiver...................................... 46 8.1 Termination............................................................... 46 8.2
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Indemnity and Escrow Fund. At the Closing Date, Autodesk shall deposit ------------------------- into escrow, by means of a wire transfer on the Closing Date of next day funds into a designated account of the Escrow Agent, five percent (5%) of the cash portion of the Consideration (the "ESCROW FUND"). The Escrow Fund and the related defense and indemnification obligations of Genius and Xx. Xxxxxxx, as well as the independent defense and indemnification obligations of Autodesk, shall be governed by the terms of the Indemnity Escrow Agreement in the form attached hereto as Exhibit A (the "INDEMNITY ESCROW AGREEMENT"). Payment to --------- Genius and/or Autodesk of amounts from the Escrow Fund, as well as the satisfaction of the respective obligations of defense and indemnification of Autodesk, Genius or Xx. Xxxxxxx, shall be contingent upon the occurrence or nonoccurrence of those certain events and circumstances which are set forth in the Indemnity Escrow Agreement and otherwise shall be governed by the terms, provisions and conditions of such agreement.
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Indemnity and Escrow Fund. The Shareholders shall jointly and severally indemnify and hold harmless Buyer and the Company in respect of any and all Damages (as defined below) that Buyer or the Company incur by reason of any Indemnifiable Items (as defined below). To secure performance of such indemnification obligations, the Escrow Shares shall be deposited with the Escrow Agent in accordance with Section 1.3 hereof. The Escrow Fund shall be available to compensate Buyer and the Company for any loss, expense, liability or other damage, including, without limitation, reasonable attorneys' fees, accountants' fees, and all other reasonable costs and expenses of litigation, investigation, defense or settlement of claims (including costs of all appeals related thereto) or threats thereof and amounts paid in settlement to the extent of the amount of such loss, expense, liability or other damage (collectively, "Damages") that Buyer and the Company incur by reason of (i) the breach by the Shareholders of any representation, warranty, covenant or agreement of the Shareholders contained herein; and (ii) any of the matters set forth in Exhibit 6.1 hereto (collectively, (i) and (ii) shall be referred to as "Indemnifiable Items"). The Escrow Period shall terminate at the expiration of twelve (12) months following the Closing Date; provided that a portion of the Escrow Fund, which, in the reasonable judgment of Buyer, subject to the objection of the Shareholders' Agent and the subsequent resolution or arbitration of the matter in the manner provided in Section 6.4, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate (as defined in Section 6.2(a) below) theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.
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Indemnity and Escrow Fund. 37 ----- --------------------------- 10.2 Escrow Period.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ----- --------------- 10.3 Claims Upon the Escrow Fund.. . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ----- ----------------------------- 10.4 Objections to Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ----- ---------------------- 10.5 Attempt to Resolve Conflicts; Arbitration.. . . . . . . . . . . . . . . . . . . . 38 ----- ------------------------------------------- 10.6 Shareholders' Agent.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 ----- --------------------- TABLE OF CONTENTS -----------------
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Indemnity and Escrow Fund. The Shareholders shall indemnify and ------------------------- hold harmless PhotoLoft and the Surviving Corporation with respect to any and all Damages (as defined below) that PhotoLoft or the Surviving Corporation incur by reason of any Indemnifiable Items (as defined below). To secure performance of such indemnification obligations, as soon as practicable after the Effective Time, the Escrow Shares shall be deposited with and registered in the name of an institution selected by PhotoLoft with the consent of the Shareholders (which consent shall not be unreasonably withheld) as escrow agent (the "Escrow Agent"). Such deposited shares shall constitute the escrow fund (the "Escrow Fund") to secure the performance of the indemnification obligation contained in this Section 10.1 and be
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Indemnity and Escrow Fund. 59 10.2 Attempt to Resolve Conflicts; Arbitration................................................ 61 10.3 Vendors' Agent........................................................................... 62 10.4 Actions of the Vendors' Agent............................................................ 63 10.5 Third-Party Claims and Dissent Rights.................................................... 63 -iii- TABLE OF CONTENTS (CONTINUED) PAGE
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Indemnity and Escrow Fund. (a) Subject to the limitations contained in this Article 10, the Vendors shall indemnify and hold harmless the Purchaser from and against any and all liability, loss, costs, expenses, claims or damages of any nature (after taking into account any insurance proceeds in respect of any such liability, loss, costs, expenses, claims or damages received after the Closing Date by the Company or the Purchaser under their respective insurance policies), including reasonable legal costs on a full indemnity basis, reasonable accountants' fees, and all other reasonable costs and expenses of litigation, investigation, defense or settlement of claims (including costs of all appeals related thereto) or threats thereof and amounts paid in settlement to the extent of the amount of such liability, loss, cost, expense, claim or other damage suffered or incurred by the Purchaser (whether directly or by virtue of any third party claim) (collectively, "Claims") by reason of:
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Indemnity and Escrow Fund. (a) From and after the Closing Date and subject to the limitations contained in this Article 11, the Securityholders shall indemnify and hold harmless the Purchaser and the Company and its Subsidiaries from and against any and all liability, loss, costs, expenses, claims or damages of any nature, including legal costs on a full indemnity basis, accountants' fees, and all other reasonable costs and expenses of litigation, investigation, defense or settlement of claims (including costs of all appeals related thereto) or threats thereof and amounts paid in settlement to the extent of the amount of such liability, loss, cost, expense, claim or other damage suffered or incurred by the Purchaser or the Company or any of its Subsidiaries (whether directly or by virtue of any third party claim) by reason of the breach by the Company or any of the Key Shareholders of any representation, warranty, covenant, agreement or other obligation of the Company or the Key Shareholders or any of them hereunder (collectively, "DAMAGES").
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Related to Indemnity and Escrow Fund

  • Indemnity and Expenses (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Indemnity and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

  • Indemnity and Subrogation In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

  • Indemnification Escrow On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually agreeable escrow agent, pursuant to which $250,000 of the proceeds of the Offering will be deposited by the Company, in connection with the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not subject to an indemnification claim as of the nine-month anniversary of the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Indemnity and Insurance Subtenant hereby assumes, with respect to Landlord, all of the indemnity and insurance obligations of the Sublandlord under the Lease with respect to the Sublet Premises, provided that the foregoing shall not be construed as relieving or releasing Sublandlord from any such obligations.

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

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