Non-Escrow Indemnity Claim definition

Non-Escrow Indemnity Claim means any and all claims for indemnification brought by a Buyer Indemnitee pursuant to Section 10.3(a), Section 10.3(b)(v), Section 10.3(b)(vi), Section 10.3(b)(ix), Section 10.3(b)(x), or, to the extent relating to a claim for indemnification under Section 10.3(a), Section 10.3(b)(v), Section 10.3(b)(vi), Section lO.3(b)(ix) or Section lO.3(b)(x), pursuant to Section 10.3(c)."
Sample 1
Non-Escrow Indemnity Claim means (i) any and all Claims for indemnification brought by a Regency Indemnitee pursuant to (a) Section 9.2(a)(i), (b) Section 9.2(a)(ii) with respect to the inaccuracy or breach of the representations and warranties contained in Section 4.1(k) (Taxes) or Section 4.1(r) (Employee Benefit Liabilities and Employees), (c) Section 9.2(a)(iii), (d) Section 9.2(a)(v), (e) Section 9.2(a)(vi), (f) Section 9.2(a)(vii), (g) Section 9.2(a)(viii) and (h) Section 9.2(a)(ix) and (ii) a disbursement from the Escrow Fund to Regency of an amount equal to the Merger Consideration Deficit pursuant to Section 2.8(d)(i) and Section 11.2(c).
Sample 1

Related to Non-Escrow Indemnity Claim

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.