Payment of Indemnification Escrow Amount Sample Clauses

Payment of Indemnification Escrow Amount. As soon as practicable following the release of any portion of the remaining Indemnification Escrow Amount to the Stockholders pursuant to the terms of the Indemnification Escrow Agreement, the Escrow Agent will remit to the Stockholders (other than holders of Dissenting Shares) an amount equal to the per share amount of the remaining Indemnification Escrow Amount distributed for each Outstanding Share; provided, however, that no such distributions will be made with respect to any Outstanding Share until such applicable Stockholder has complied with the procedures specified herein for receipt of the Closing Consideration payable with respect to such Outstanding Shares.
Sample 1
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Payment of Indemnification Escrow Amount. (a) At the Closing, Purchaser shall, on behalf of the Seller, Logistics and the Company, as applicable, repay, or cause to be repaid, all Funded Debt (if any), which shall be paid in accordance with the instructions set forth in the Estimated Closing Statement and Payoff Letters. In order to facilitate such repayment of Debt, the Seller shall, at least three (3) Business Days prior to the Closing Date, deliver customary payoff letters, in form and substance reasonably satisfactory to the Purchaser, for all such Debt, duly executed by each Person to which such Debt is owed (“Payoff Letters”), which Payoff Letters shall include wire transfer instructions for the payment of such Debt and shall provide that, upon payment of the applicable payoff amount set forth therein, all Liens securing such Funded Debt (if any) shall be automatically released. In addition, Seller shall deliver evidence reasonably satisfactory to Purchaser that there shall be no Liens (other than Permitted Liens) on the Purchased Stock and the Purchased Assets upon the consummation of the Closing, including delivery of a certificate signed by an officer of the Seller, certifying that the Transactions are permitted under the terms of the Debt secured by such Liens to the extent not being repaid at Closing and that such permitted sale results in the release of the Liens on such assets, together with the release documentation (including PPSA termination statements with respect to the assets of the Company, and UCC-3 partial releases and intellectual property releases in respect of the Purchased Stock and Purchased Assets) with respect to any liens in Canada or the United States on the assets of or equity interests in the Company, the Purchased Stock or the Purchased Assets from the agent or holders of such Debt in form and substance reasonably satisfactory to the Purchaser. (b) At the Closing, Purchaser shall pay, on behalf of the Seller and the Company, as applicable, the Estimated Transaction Expenses, to be paid to the applicable payee in accordance with the instructions set forth in the Estimated Closing Statement delivered by the Seller to Purchaser at least three (3) Business Days prior to the Closing Date. (c) At the Closing, Purchaser shall pay to the Escrow Agent an amount equal to the Indemnification Escrow Amount in accordance with the instructions set forth in the Estimated Closing Statement, which amount shall be deposited and held by the Escrow Agent pursuant to the terms and con...
Sample 1

Related to Payment of Indemnification Escrow Amount

  • 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.

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

  • 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.

  • 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.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Indemnity Escrow At Closing, cash constituting a portion of the Purchase Price in the amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any Disputed Amounts pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow plus all accrued interest thereon, minus any remaining Disputed Amounts.

  • 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.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

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