Security for Claims Sample Clauses

Security for Claims. The Issuer shall pledge the Collateral for the benefit of certain parties, including Ambac, under the Pledge and Intercreditor Agreement. The parties intend that all amounts due and payable to Ambac at any time hereunder shall have the benefit of the Pledge and Intercreditor Agreement, and the Issuer shall not contest Ambac's right to seek payment from the Secured Parties Representative in accordance with the Pledge and Intercreditor Agreement for any and all amounts owing hereunder.
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Security for Claims. As security for any Claims of the Buyer under this Clause 10 (Indemnification), the Buyer is entitled to a cash holdback of a total amount of One Hundred and Eighty Million Euro (€180,000,000) which shall be paid subject to Clause 2.4.4 (Payment of the Deferred Consideration) in the SPA Escrow Account on the 20 December 2005 and remain deposited and shall be used to settle successful Claims under this Clause 10 (Indemnification) (such an amount held in the SPA Escrow Account from time to time being the “Holdback Funds”) according to the provisions of the SPA Escrow Agreement. At a date twelve (12) months following the Closing Date, the SPA Escrow Agent shall release all Holdback Funds (other than such Holdback Funds as have been notified to the SPA Escrow Agent as being the subject of an Issued Claim by the joint notification of the Parties or by the receipt of an original or certified copy of an official notice from the arbitrator that proceedings in accordance with Clause 12 (Dispute Resolution) have been initiated in respect of such Issued Claim, in each case detailing the amount in dispute) to the Sellers. The Parties shall also procure that any funds remaining in the SPA Escrow Account after such date shall be released on the Joint Release Instruction of the Parties or a sole instruction by any Party accompanied by an appropriate final award EXECUTION VERSION from the arbitrator as described in Clause 12 (Dispute Resolution). When all such Issued Claims have been finally settled, the Parties shall procure the release of any funds remaining in the SPA Escrow Account to the Sellers in accordance with the terms of the SPA Escrow Agreement.
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Security for Claims. 14.2.1 In order to provide the Buyer with certainty that the Sellers will be able to fulfil any and all legitimate Claims under the Agreement against the Sellers, the Sellers undertake for three years after the Closing Date, to uphold and/or ensure the upholding of (a) an equity amount in each of the Sellers of at least 10 % of such Seller’s proportionate share of the Final Purchase Price, and (b) a liquidity (in the form of cash, cash equivalents and/or securities which can be immediately sold against cash payment in the market place) corresponding to at least 7.5 % of such Seller’s proportionate share of the Final Purchase Price.
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Security for Claims. At the Completion, FEEL shall charge by way of first ranking charge 2,064,777 Ordinary Shares, representing 17% of the total number of issued and outstanding Shares immediately after the Completion, in the form attached hereto as Exhibit 4, in favor of TPG (the “Share Charge”) as security for the indemnities contained in Clauses 6 and 7. The foregoing security shall be released at the latest to occur of (i) the General Warranty Expiration Date, (ii) the final settlement of all claims from TPG which may be outstanding on such Warranty Expiration Date in respect of the indemnities under Clause 6, and (iii) the payment of the Put Return Deficiency.
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Security for Claims. 10.5 Each of the Warrantors shall, immediately upon Completion, deposit in the Retention Account in cash its Agreed Proportion of the sum of £12,000,000 (twelve million pounds sterling) to reflect each Warrantor’s Retention Fund Shares to be held in the names of the Warrantors and the Purchaser. At Completion the Purchaser may on behalf of the relevant Warrantors make deposits and/or deliveries into the Retention Fund which shall to the extent so made constitute a good discharge of its obligations under clauses 5.1 to 5.3.
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Security for Claims. At each Completion, the Seller shall charge by way of first ranking charge a number of Ordinary Shares equal in number to 96.226446% of the number of Preferred Shares the Buyer purchases at such Completion (rounded off to the nearest Ordinary Share), in the form attached hereto as Schedule 4 (Form of Share Charge) (or in such other form as may be acceptable to the Buyer), in favour of the Buyer (each such first ranking charge, a “Share Charge”) as security for the indemnities contained in Clauses 9 (Indemnities) and 10 (Put Option). The foregoing security shall be released at the later to occur of (i) the General Warranty Expiration Date, (ii) the final settlement of all claims from the Buyer which may be outstanding on such General Warranty Expiration Date in respect of the indemnities under Clauses 9 (Indemnities), and (iii) the payment of the Put Return Deficiency.
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Security for Claims. At each Completion, the Seller shall charge by way of first ranking charge a number of Ordinary Shares equal in number to 96.226446% of the number of Preferred Shares the Buyer purchases at such Completion (rounded off to the nearest Ordinary Share), in the form attached hereto as Schedule 4 (Form of Share Charge) (or in such other form as may be acceptable to the Buyer), in favour of the Buyer (each such first ranking charge, a “Share Charge”) as security for the indemnities contained in Clauses 9 (Indemnities) and 10 (
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Security for Claims. In order to secure any obligations of Seller with respect to the indemnity set forth in Section 11.2, Buyer, Seller and the Escrow Agent shall at the Closing enter into an indemnity escrow agreement (the "Indemnity Escrow Agreement"), in the form of Exhibit I attached hereto, which Indemnity Escrow Agreement shall provide for the payment of $3,400,000 (the "Indemnity Money") of the Purchase Price into an interest bearing escrow account to secure such obligations. ARTICLE TWELVE
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Related to Security for Claims

  • Security for Obligations This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

  • Security Forms SECTION 201.

  • Time for Claims No Indemnifying Party will be liable for any Losses hereunder arising out of a breach of representation or warranty unless a written claim for indemnification is given by the Indemnified Party to the Indemnifying Party on or prior to the third anniversary of the date on which the registration statement covering the resale of the Shares initially became effective.

  • Limitation of Liability for Claims The Declaration, a copy of which, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Investors Fund Series" refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only shall be liable. You are hereby expressly put on notice of the limitation of liability as set forth in the Declaration and you agree that the obligations assumed by the Trust on behalf of the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. You understand that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series.

  • Security for Loan The loan under this contract is secured by pledge of equity and the Pledge Agreement will be entered into separately. If it’s secured at the highest amount, the No. of the Pledge Agreement is / .

  • Security for Payment To secure payment of all obligations due hereunder, the Customer hereby grants to Custodian a continuing security interest in and right of setoff against each Account and all Property held therein from time to time in the full amount of such obligations; provided that, if there is more than one Account and the obligations secured pursuant to this Section can be allocated to a specific Account or the Portfolio related to such Account, such security interest and right of setoff will be limited to Property held for that Account only and its related Portfolio. Should the Customer fail to pay promptly any amounts owed hereunder, Custodian shall be entitled to use available Cash in the Account or applicable Account, as the case may be, and to dispose of Securities in the Account or such applicable Account as is necessary. In any such case and without limiting the foregoing, Custodian shall be entitled to take such other action(s) or exercise such other options, powers and rights as Custodian now or hereafter has as a secured creditor under the New York Uniform Commercial Code or any other applicable law.

  • Security for the Obligations To secure the payment and performance by Borrowers of the Obligations hereunder, each Borrower grants, under and pursuant to the Security Agreement executed by Borrowers dated as of the date hereof, to Lender, its successors and assigns, a continuing, first-priority security interest in, and does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Lender, its successors and assigns, all of the right, title and interest of each Borrower in and to the Collateral, whether now owned or hereafter acquired, and all proceeds (including, without limitation, all insurance proceeds) and products of any of the Collateral. At any time upon Lender’s request, Borrowers shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender for the purpose of properly documenting and perfecting the security interests of Lender in and to the Collateral granted hereunder, including any additional security agreements, mortgages, control agreements, and financing statements.

  • Security for Individual Portfolios' Overdraft Obligations The pledge of Collateral by a Fund on behalf of any of its individual Portfolios shall secure only the Overdraft Obligations of such Portfolio. In no event shall the pledge of Collateral by one of a Fund's Portfolios be deemed or considered to be security for the Overdraft Obligations of any other Portfolio of such Fund or of any other Fund.

  • Bank’s Liability for Collateral So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

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