Indemnity Value definition

Indemnity Value means the cost necessary to rebuild, replace, repair or restore (as the case may be) Property Insured to a condition substantially the same as its condition at the time of the Damage, but not better or more extensive than that condition, taking into consideration its age, wear and tear and remaining useful life having regard to the nature and location of such property and the purposes for which it is owned, maintained or used by You.

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Indemnity Value has the meaning set forth in Section 8.3(c) hereof.

Indemnity Value means with respect to each share of VIALOG Stock issued to a Stockholder pursuant to the Merger, the Offering Price. In satisfaction of a Claim under this Agreement for which a stockholder is liable to VIALOG, until the Second Annual Filing Date, and in lieu of all cash, such Stockholder may tender shares of VIALOG Stock valued at the Offering Price and cash in a ratio not exceeding fifty-one (51) to forty-nine (49), for all payments by such Stockholder, and after the Second Annual Filing Date, cash and shares of VIALOG Stock in such proportion as such Stockholder determines.

Examples of Indemnity Value in a sentence

• VIALOG will not be required to pay any Company Indemnified Party an aggregate amount in excess of the Indemnity Value of the shares of VIALOG Stock issued to such Company Indemnified Party plus the amount of cash delivered to such Company Indemnified Party pursuant to Section 2.1(a), Section 2.1(d) and Section 2.4. No Claim for indemnification may be commenced beyond the period applicable to such Claim set forth in Section 11.1.

• In no event shall the liability of each Former Company Stockholder with respect to all claims hereunder, including the Intellectual Property Claims, exceed the Indemnity Value for such Former Company Stockholder.

• Notwithstanding the foregoing, in no event shall the aggregate liability of a Former Company Stockholder exceed an amount equal to 45.38% of the Buyer Share Market Value of the Merger Shares received by such Former Company Stockholder hereunder, as such value is determined as of the Closing Date in accordance with Section 1.5(a) (the "Indemnity Value").

• This clause does not apply if the Basis of Settlement against the relevant property is designated in the Schedule as Indemnity Value.

• The sole recourse of a Tax Indemnified Party pursuant to this Section 8.5 shall be to the number of remaining Escrow Shares then available for distribution, as calculated using the applicable Escrow Shares Indemnity Value.

More Definitions of Indemnity Value

Indemnity Value means with respect to each share of VIALOG Stock issued to a Stockholder pursuant to the Merger, the Offering Price. In satisfaction of a Claim under this Agreement for which a stockholder is liable to VIALOG, until January 31, 1999, and in lieu of all cash, such Stockholder may tender shares of VIALOG Stock valued at the Offering Price and cash in a ratio not exceeding fifty-one (51) to forty-nine (49), for all payments by such Stockholder, and after January 31, 1999, cash and shares of VIALOG Stock in such proportion as such Stockholder determines.

Indemnity Value means the value of Insured Property at the time of Damage, being an amount sufficient to place the Insured back in the same financial position to that immediately prior to the Damage.

Indemnity Value has the meaning assigned to it in Section 9.3.

Indemnity Value means $400,000.

Indemnity Value for buildings or plant means the value of rebuilding, replacing or repair to a condition no better than new less an appropriate allowance for depreciation.

Indemnity Value for stock means the present replacement cost.

Indemnity Value means (A) to the extent that a Loss is paid or accrued after a Buyer IPO, the average closing price of Buyer Common Stock quoted on any exchange on which Buyer Common Stock is listed, as published in The Wall Street Journal for the ten (10) trading days prior to but not including the date of delivery of such payment or accrual of the Loss(es) set forth in the Claim Notice, (B) to the extent that a Loss is paid or accrued prior to a Buyer IPO, 0.85 multiplied by the price per share (on an as converted to Buyer Common Stock basis) at which Buyer shall have sold its then most recently issued series of Preferred Stock, and (C) to the extent a Loss arises from a Deliberate Bad Act by Seller or any Shareholder, whether paid or accrued prior to or after a Buyer IPO, 0.85 multiplied by the price per share (on an as-converted to Buyer Common Stock basis) at which Buyer sells its next issued series of Preferred Stock after the date of this Agreement. Notwithstanding the foregoing to the contrary, in no event shall the Indemnity Value be less than 0.85 multiplied by the price per share (on an as-converted to Buyer Common Stock basis) at which Buyer sells its next issued series of Preferred Stock after the date of this Agreement.