Post Closing and Indemnity Agreement definition

Post Closing and Indemnity Agreement means that certain Post Closing and Indemnity Agreement dated as of July 11, 2014 executed by and between Borrower and Seller which provides for certain post closing agreements between the parties including, without limitation, the Borrower’s obligation to fund the Seller Earnout and the Seller’s indemnification obligations as to Borrower, Lender and the Indemnified Parties (as such term is defined in such Agreement).
Sample 1

Examples of Post Closing and Indemnity Agreement in a sentence

  • The Guarantor shall also be responsible for the Borrower Earnout Payment when due by Borrower to Seller under Section 1.5 of the Purchase Agreement, Section 2 of the Post Closing and Indemnity Agreement and Section 3 of the Earnout Purchase Price Escrow Agreement (as to the Unbuilt Vacant Space only) pursuant to the Guaranty if Borrower fails to timely make such payment.

  • The Earnout Proceeds shall be disbursed by Lender to pay fifty percent (50%) of the first $4,177,440.00 “earnout dollars” due Seller only up to but not exceeding $2,088,720.00 on each new fully executed Lease for the Vacant Space (as hereinafter defined) (“Earnout Lease”) procured by Seller pursuant to Section 1.5 of the Purchase Agreement and Section 2 of the Post Closing and Indemnity Agreement (“Seller Earnout”).

  • This section provides: Optavia shall not be required to ensure content and advertisements provided by third parties not fully owned, controlled, or operated by Optavia are Accessible.

  • As of the Closing Date, Borrower has also entered into the Post Closing and Indemnity Agreement and the Earnout Purchase Price Escrow Agreement in connection with the Construction Management Agreement.

Related to Post Closing and Indemnity Agreement

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • 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.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • 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.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • 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.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Data Sharing Agreement A formal agreement that documents what data is being shared and how the data can be used between the Parties. ‘‘Data Sharing Code of Practice” the code of practice issued by the Information Commissioner in respect to the sharing of personal data.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

  • Tax Protection Agreement means that certain Tax Protection Agreement dated as of the date hereof, by and among the REIT, the OP and the parties identified as a signatory on Schedule A thereto.

  • Commercial Shared-Loss Agreement means the Commercial Shared-Loss Agreement attached to the Purchase and Assumption Agreement as Exhibit 4.15B.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Reinsurance Agreements means any agreement, contract, treaty, certificate or other arrangement by which any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability assumed or assets held by it under one or more insurance, annuity, reinsurance or retrocession policies, agreements, contracts, treaties, certificates or similar arrangements. Reinsurance Agreements shall include, but not be limited to, any agreement, contract, treaty, certificate or other arrangement that is treated as such by the applicable Department.

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • leasing agreement means an agreement by which one person (the lessor) grants a right to possession or control of an object (with or without an option to purchase) to another person (the lessee) in return for a rental or other payment;