Indemnity and Escrow Agreement Sample Clauses

Indemnity and Escrow Agreement. Each of the Stockholders and the Company shall have entered into the Indemnity and Escrow Agreement in the form and to the effect of Exhibit K hereto.
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Indemnity and Escrow Agreement. Parent shall have entered into the Indemnity and Escrow Agreement in the form and to the effect of Exhibit K.
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Indemnity and Escrow Agreement. Macnor hereby indemnifies and saves harmless AEI for any damages suffered by AEI as a result of a material breach by Macnor of its representations and warranties contained in Section 4 of this Agreement, on the following basis:
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Indemnity and Escrow Agreement. At the Closing each Shareholder will be deemed to have received and consented to the deposit with the Escrow Agent of the Escrow Cash and the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the terms of the Escrow Agreement attached hereto as Exhibit B, without any act required on the part of the Shareholders. At the Closing, the Escrow Cash and the Escrow Shares, without any act required on the part of the Shareholders, are being deposited with the Escrow Agent, such deposit to constitute the Escrow Fund to be governed by the terms set forth in the Escrow Agreement and at NEON's cost and expense. The Escrow Fund and the related indemnification obligations of the Shareholders shall be governed by the terms of the Escrow Agreement.
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Indemnity and Escrow Agreement. Buyer shall have executed and delivered to Stockholders the Indemnity and Escrow Agreement contemplated by Section 7.2(h) and shall have funded the Escrow Fund created thereby as provided herein.
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Indemnity and Escrow Agreement. The Principals have deposited into escrow with Escrow Agent and pledged pursuant to the Indemnity Escrow and Stock Pledge Agreement 532 049 Stock of PRG, which Stock together with Stock pledged with Escrow Agent by Banque Internationale a Luxembourg persuant to the Indemnity Escrow and Pledge Agreement shall be held by Escrow Agent as a non exclusive source of claims for indemnification persuant to the terms of the Indemnity Escrow and Stock Pledge Agreement.
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Indemnity and Escrow Agreement. An Indemnity and Escrow Agreement in the form of Exhibit 7.1.11 executed by Xxxx Xxxxxx and each of the Owners.
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Indemnity and Escrow Agreement. Each Stockholder shall have executed and delivered to Buyer the Indemnity and Escrow Agreement.
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Indemnity and Escrow Agreement. Each Stockholder shall have executed and delivered to Buyer the Indemnity and Escrow Agreement. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 46
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Related to Indemnity and Escrow Agreement

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

  • Indemnity Agreements Simultaneously with any person becoming a Designated Director, the Company shall execute and deliver to each such Designated Director an Indemnity Agreement dated the date such Designated Director becomes a director of the Company.

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Indemnity and Expenses (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N584FE), dated as of February 1, 1998, between the Lessee and the Owner Participant.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Holdback Agreement (a) If (x) the Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Shares would materially adversely affect such offering, then, each Holder shall, to the extent not inconsistent with applicable law and unless such managing underwriter or underwriters otherwise agree, refrain from, directly or indirectly, effecting any public sale, distribution or short sale of any Registrable Shares (except as part of such underwritten offering) during the period beginning ten days prior to the effective date of such Registration Statement and continuing until the earliest of (A) the abandonment of such offering, (B) such period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration (but in no event in excess of 90 days following the effective date of any offering) and (C) the termination in whole or in part of any “hold back” period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a “Hold Back Period”); provided, that the Holders shall not be subject to the restrictions contained in this Section 4(a) unless each officer and director of the Corporation (regardless of the number of Shares then owned by such officer or director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such restrictions.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

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