Satisfaction of Indemnity Sample Clauses

Satisfaction of Indemnity. Any and all amounts determined to be owed by any Principal by reason of this Section 10 may be satisfied by surrender to Parent of such number of Parent Shares equal to the amount of any such indemnity obligation. For purposes of this Section 10(j), the value of each such Parent Share so surrendered to Parent shall be equal to the Conversion Price.
Sample 1
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Satisfaction of Indemnity. 3.1 The parties hereby acknowledge that while API may be legally responsible, as a matter of law, for satisfying the Indemnified Excess Costs, it is the agreement of the parties that, by operation of this Agreement and Buyers' indemnification obligations hereunder, and subject to the terms of this Agreement, upon a request by API pursuant hereto, Buyers shall pay to API
Sample 1
Satisfaction of Indemnity. (a) Subject to Sections 8.4(b) and (c) hereof, any Damages incurred, paid or borne by MonsterDaata for which it is entitled to indemnification from any Member (with respect to such Member, its "Indemnifiable Damages") under this Section 8 shall be initially satisfied by the delivery to MonsterDaata for cancellation of the MonsterDaata Securities held by the Escrow Agent in respect of such Member. Any such Indemnifiable Damages in excess of the value of such MonsterDaata Securities held by the Escrow Agent, may, at the election of such Member, be satisfied, in whole or in part, by such Member either (i) making a cash payment to MonsterDaata by wire transfer of immediately available funds or (ii) delivering to MonsterDaata for cancellation the number of MonsterDaata Securities issued to such Member pursuant to Sections 1.5(a)(ii) or 1.6 which has a value equal to the Indemnified Damages as determined pursuant to Section 8.4(b) and (c) below; provided, however, that such Member shall also pay or reimburse MonsterDaata for the out-of-pocket expenses (including, without limitation, any fees payable to the transfer agent of the MonsterDaata Securities) of canceling such returned MonsterDaata Securities.
Sample 1
Satisfaction of Indemnity. (a) Subject to the provisions of 7.07(b), to secure the indemnification provided for in this Article VII, T-NDE shall have the right to offset the amount of the indemnification obligation of an Indemnifying Party under said indemnification provisions against the amounts due and payable by T-NDE under the Promissory Note. All offsets made under the Promissory Note shall be made from installments next coming due in the direct order of their due dates (whether or not due). In the event that T-NDE becomes entitled to make an offset, it may do so only after the T-NDE Indemnified Party notifies Indemnifying Party of a claim for indemnification in accordance with the applicable provisions of this Article VII. The Promissory Note shall contain a reference to Buyer's right of offset in accordance with the provisions of this Agreement. In the event that T-NDE elects to offset against any payment due under the Promissory Note, T-NDE shall send written notice to the Disbursement Agent stating that T-NDE is exercising such right of offset, such notice to be sent at the same time as the Indemnity Notice, and shall be accompanied by a acknowledgment signed by the T-NDE Indemnified Party to the effect that such offset by T-NDE will satisfy, to the extent of the amount offset the indemnification obligation to such T-NDE Indemnified Party. Exercise of the right of offset pursuant to this Section 7.07 shall not affect or diminish the right of the T-NDE Indemnified Party to receive from the Indemnifying Party when due any indemnifiable amount to which the Indemnified Party becomes entitled pursuant to the provisions of this Article which is in excess of the amount offset.
Sample 1

Related to Satisfaction of Indemnity

  • Limitation of Indemnity 31.3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Continuation of Indemnity All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

  • Operation of Indemnities Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Company or the Servicer has made any indemnity payments to the Trustee pursuant to this Article and the Trustee thereafter collects any of such amounts from others, the Trust will repay such amounts collected to the Company or the Servicer, as the case may be, without interest.

  • Satisfaction of Indebtedness Your securities and other property, in any account in which you have an interest, will be subject to a lien for the discharge of any and all indebtedness or any other obligations. All securities and other property of yours will be held by HTS or your Financial Advisor as security for the payment of any such obligations or indebtedness in any account that you may have an interest, subject to applicable law. HTS or your Financial Advisor may, at any time and without prior notice to you, use and/or transfer any or all securities and other property in any account(s) in which the Customer has an interest. Further, you agree to satisfy, upon demand, any indebtedness, and to pay any debit balance remaining when the account is closed. Customer account(s) may not be closed without the financial advisor first receiving all securities and other property for which the account is short, and all funds due for all securities and other property in which the account(s) are long. You further agree to reimburse the financial advisor for any and all expenses.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • 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.

  • Survival of Indemnity The indemnification provided by this Agreement shall be a continuing right to indemnification and shall survive the registration and sale of any Registerable Securities by any person entitled to indemnification hereunder and the expiration or termination of this Agreement.

  • Scope of Indemnity The actions, suits and proceedings described in Sections 1 and 2 hereof shall include, for purposes of this Agreement, any actions that involve, directly or indirectly, activities of the Indemnitee both in his official capacities as a Company director or officer and actions taken in another capacity while serving as director or officer, including, but not limited to, actions or proceedings involving (i) compensation paid to the Indemnitee by the Company, (ii) activities by the Indemnitee on behalf of the Company, including actions in which the Indemnitee is plaintiff, (iii) actions alleging a misappropriation of a "corporate opportunity," (iv) responses to a takeover attempt or threatened takeover attempt of the Company, (v) transactions by the Indemnitee in Company securities, and (vi) the Indemnitee's preparation for and appearance (or potential appearance) as a witness in any proceeding relating, directly or indirectly, to the Company. In addition, the Company agrees that, for purposes of this Agreement, all services performed by the Indemnitee on behalf of, in connection with or related to any subsidiary of the Company, any employee benefit plan established for the benefit of employees of the Company or any subsidiary, any corporation or partnership or other entity in which the Company or any subsidiary has a 5% ownership interest, or any other affiliate of the Company, shall be deemed to be at the request of the Company.

  • Lender Statements; Survival of Indemnity To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

  • 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.

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