Certain Date definition

Certain Date shall be deemed to be the first date upon which any fact that would result in the obligation of the Seller to indemnify EFC under this Section 9 becomes known to the public. Anything herein to the contrary notwithstanding, in any event of indemnification pursuant to this Agreement by the Seller, the Seller agrees that it shall have no right of indemnity or contribution from Tadiran. Without derogating from the above, the Seller shall not be liable to indemnify EFC against: Losses that suitable provision is made in respect thereof in the Financial Statements. Losses as a result of or attributable to a change in the accounting policies of Tadiran introduced or having effect after the Closing Date. Losses covered under Tadiran's applicable insurance policies (EFC shall procure that Tadiran shall take reasonable steps to enforce such recovery under such policies). Promptly after receipt by EFC of commencement of action, proceeding or investigation in respect of which indemnify may be sought, EFC (the "Indemnitee") shall inform the Seller (the "Indemnitor") which shall be entitled to assume the defense of the Indemnitee with counsel reasonably satisfactory to the Indemnitee and the fees and expanses of such counsel shall be at the sole cost and expanse of the Indemnitor. The Indemnitee shall cooperate with the Indemnitor in the defense. The Indemnitor shall not be liable for a settlement by the Indemnitee effected without its consent, which consent shall not be unreasonably withheld.
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Examples of Certain Date in a sentence

  • If cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit remain at the Certain Date, these amounts shall be paid to the Manager in the future provided that: (1) no such payment shall be made to the Manager after a two year reimbursement period following the Certain Date; and (2) such payment shall only be made to the extent that it does not result in the Fund’s aggregate expenses exceeding the Expense Limitation.

  • Under the Manager Limitation, the Manager agrees that through a certain date ("Certain Date"), such expenses shall not exceed a certain level of the average daily net assets of the Fund ("Expense Limitation").

  • If at any time up through and including the Certain Date, the Fund's Management Fee and other expenses for the current day are less than the Allowable Expenses, the differential shall be due to the Manager as payment of cumulative Unaccrued Fees (if any) or as payment for cumulative Other Expenses Exceeding Limit (if any).

  • Certain Date consecutive calendar days beginning the date specified in the Proceed Order.

  • Notwithstanding the foregoing, such purchase agreement shall provide that REIT may terminate the Purchase Agreement if, among other things, non-defective construction of the Non-Funded Development Property is not substantially completed by the Lease Certain Date.

  • If the event that the Closing Price immediately preceding a "Certain Date" (as defined in Section 9.3 below) is less than the Effective Price, the Seller shall indemnify EFC in cash or in Common Stock of EFC with respect to all Losses up total amount equal to the Closing Price multiplied by the Adjusted Acquisition Common Stock.

Related to Certain Date

  • Amendment Date has the meaning set forth in the preamble.

  • Restatement Date means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

  • Second Restatement Date means October 20, 2011.

  • Second Restatement Effective Date has the meaning specified in the Second Amendment Agreement.

  • Restatement Effective Date means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).