Pension Indemnity Sample Clauses

Pension Indemnity. (a) If and to the extent that the Pension Liabilities transferred to or assumed by Buyer and its Affiliates as result of the transactions contemplated hereunder, exceed the sum of any cash, the fair market value of the other external pension assets, the policy reserves of insurance contracts used for financing Pension Arrangements, transferred to or assumed by Buyer and the book provisions recognized in the Closing Net Asset Value Statement, as determined as of the Closing Date that are assumed by the Buyer or transferred to pension arrangements of Buyer as a result of the transactions contemplated hereunder (hereinafter referred to as the “Transferred Amounts”), Seller agrees to indemnify Buyer for such excess amount (such excess hereinafter referred to as “Buyer Pension Indemnification Amount”). Sellers agree to pay Buyer in cash the Buyer Pension Indemnification Amount as soon as practicable but not later than 30 days after the date of the actuarial determination which fixes the Pension Liabilities. If the Transferred Amounts exceed the Pension Liabilities, Buyer agrees to indemnify Sellers for such excess amount (such excess amount hereinafter referred to as “Seller Pension Indemnification Amount”). Buyer agrees to pay Sellers in cash the Seller Pension Indemnification Amount as soon as practicable but not later than 30 days after the date of the actuarial determination which fixes the Pension Liabilities. Interest from the Closing Date to the date of payment, at the Applicable Rate compounded annually, shall be paid along with the Buyer Pension Indemnification Amount or Seller Pension Indemnification Amount, as applicable. Currency rates are applicable as of the Closing Date. Sellers and Buyer jointly shall provide Sellers’ and Buyer’s actuaries with all relevant plans and employee census information needed to calculate the Pension Liabilities within forty-five (45) days after Closing. The Pension Liabilities shall be determined by mutual agreement between Sellers and Buyer within one hundred eighty (180) days after their actuaries’ receipt of said information. If Sellers and Buyer cannot agree on the amount of the Pension Liabilities within said one hundred eighty (180) day period, the Sellers and Buyer shall appoint within five (5) days a mutually acceptable actuary who shall review their calculations and within forty-five (45) days after appointment, render a final and binding decision on the amount of the Pension Liabilities and who shall, in maki...
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Pension Indemnity. Sellers shall indemnify Purchaser Indemnitees from and against all amounts that become due and payable by Purchaser Indemnitees (including any such amounts imposed by Law) at any time following the Closing Date in connection with or arising out of the Pension and Retirement Obligations.
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Pension Indemnity. The Vendor undertakes to the Purchaser that it will indemnify and keep indemnified on a continuing basis the Purchaser and the Purchaser as trustee for the Group against any contributions, claims, demands, penalties, liabilities, proceedings, costs, damages, losses and expenses (including all legal, actuarial and other professional fees and VAT and other taxes thereon) incurred or suffered by the Purchaser or any member of the Group in respect of or as a result of the R T Masts Limited Pension Scheme (including for the avoidance of doubt but without limitation any contributions, claims, demands, penalties, liabilities, proceedings, costs, damages, losses and expenses which relate to the winding-up of the R T Masts Limited Pension Scheme PROVIDED THAT:
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Pension Indemnity. Buyer shall, and shall cause the Affiliated Buyers, to indemnify as an Assumed Liability under Section 10.03(b) the Parent Indemnified Parties and any of their respective affected pension funds if any actions taken by Buyer or any Affiliated Buyer or their successors in the on (1) year period following the Closing Date in respect of any Canadian registered pension plan results in a partial wind-up of any registered pension plan of Parent or its Affiliates. Such indemnity shall include all reasonable and necessary expenses associated with the partial wind-up of Parent’s or its Affiliate’s pension plan and the amount by which the aggregate value of the assets distributed pursuant to the partial wind-up of such pension plan exceeds the value of the assets that would have been distributed pursuant to Parent’s or its Affiliate’s pension plan if the affected Transferred Employees would have transferred from an EPD Group Member to a Buyer Group Member on or before the Closing Date terminated their participation in an EPD Group Member pension plan as of the partial wind-up date without a partial wind-up occurring.
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Pension Indemnity. The Purchaser undertakes to pay to the Vendor, by way of adjustment so far as possible to the consideration payable for the BHL Shares, an amount equivalent to all liability to pay benefits which may be suffered or incurred by the Vendor or any Interbrew Retained Group Company arising out of or in connection with:
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Related to Pension Indemnity

  • Continuing Indemnity Lessor may require Lessee to effect and to maintain insurance after the Expiry Date with respect to its liability under the indemnities in Clause 10 for such period as Lessor may reasonably require (but in any event not more than 3 years) which provides for each Indemnitee to be named as additional insured. Lessee's obligation in this Clause shall not be affected by Lessee ceasing to be lessee of the Aircraft and/or any of the Indemnitees ceasing to have any interest in respect of the Aircraft.

  • Funding Indemnity In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

  • Insurance Indemnity Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, and errors and omissions coverage, to the extent such coverage is generally provided by the Company to its directors and officers and to the fullest extent permitted by such insurance policies. Nothing herein is or shall be deemed to be a representation by the Company that it provides, or a promise by the Company to obtain, maintain or continue any liability insurance coverage whatsoever for its executives. In addition, the Company shall enter into its standard indemnity agreement by which Company commits to indemnify a Company officer in connection with claims, suits or proceedings arising as a result of Executive’ service to the Company.

  • Termination Indemnities The value of the RSUs is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments to which you may be otherwise entitled.

  • Breakage Indemnity Each Borrower shall indemnify each Lender against any loss, cost or reasonable expense which such Lender may sustain or incur as a consequence of (i) any failure by such Borrower to fulfill on the date of any Borrowing or conversion of Advances hereunder the applicable conditions precedent set forth in Articles III and V, (ii) any failure by such Borrower to borrow any, or convert any outstanding Advance into a, Eurodollar Rate Advance hereunder after a Notice of Contract Borrowing has been delivered pursuant to Section 3.01 hereof or after delivery of a notice of conversion pursuant to Section 3.05(a)(ii) hereof, (iii) any payment, prepayment or conversion of a Eurodollar Rate Advance made to such Borrower required or permitted by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (iv) any default in payment or prepayment of the principal amount of any Eurodollar Rate Advance made to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment or otherwise) or (v) the occurrence of any Event of Default with respect to such Borrower, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Advance or any part thereof as a Eurodollar Rate Advance. Such loss, cost or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for the Eurodollar Rate Advance being paid, prepaid, converted or not borrowed for the period from the date of such payment, prepayment, conversion or failure to borrow to the last day of the Interest Period for such Advance (or, in the case of a failure to borrow, the Interest Period for such Advance which would have commenced on the date of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed for such period or Interest Period, as the case may be. For purposes of this subsection (d), it shall be presumed that in the case of any Eurodollar Rate Advance, each Lender shall have funded each such Advance with a fixed-rate instrument bearing the rates and maturities designated in the determination of the Applicable Rate for such Advance.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Compensation; Indemnity; Fees The Depositor agrees:

  • Liability and Indemnity 17.2.1 The Bond Trustee is liable only for direct losses incurred by Bondholders or the Issuer as a result of negligence or willful misconduct by the Bond Trustee in performing its functions and duties as set forth in this Bond Agreement. The Bond Trustee is not liable for the content of information provided to the Bondholders on behalf of the Issuer.

  • Funding Indemnification If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

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