Examples of Indemnification Matters in a sentence
If any Indemnification Matters are pending at a time when the Indemnitee is required to pay any amount due to the Indemnitor, then the Indemnitee shall have the right, upon notice to the Indemnitor, to withhold from such payment, until final determination of such pending Indemnification Matters, the total amount for which the Indemnitor may become liable as a result thereof, as determined by the Indemnitee reasonably and in good faith.
Damages to be indemnified under this Article VIII must be claimed within one year after the Closing, except for Damages resulting from or arising out of Indemnification Matters for which proper notice under Section 8.3 above shall have been given prior to the expiration of such one-year period.
The Seller’s total Liability under (1) Section 10.1(e) and (2) Section 12(a)(i) of the Supply Agreement shall not exceed (in the aggregate) the Special Indemnification Matters Cap.
Indemnification Matters: Without limiting any rights under the officer and director liability insurance policy or any indemnification claim for matters not covered by the following sentence, GE Capital, Santos and the Mas Family (and their representatives) will not bring any direct action or lawsuit against Neff relating to events occurring prior to the closing.
If any Indemnification Matters are pending at the time the Indemnitee is required to make any payment to the Indemnitor (whether under this Agreement or otherwise), then the Indemnitee shall have the right, upon notice to the Indemnitor, to withhold from such payment, until final determination of such Indemnification Matters, the total amount for which the Indemnitor may become liable as a result thereof, determined by the Indemnitee reasonably and in good faith.
Promptly after receipt of an Indemnification Notice, the Escrow Agent shall reserve on its records an amount equal to Parent Bank’s best estimate (as set forth in the Indemnification Notice) of the amount of Claims related to the Indemnification Matters described in the Indemnification Notice (the “Reserved Funds”).
If any Indemnification Matters are pending at a time when the Indemnitee is required to pay or deliver any amount due to the Indemnitor, then the Indemnitee shall have the right, upon notice to the Indemnitor, to withhold from such payment, until final determination of such pending Indemnification Matters, the total amount for which the Indemnitor may become liable as a result thereof, as determined by the Indemnitee reasonably and in good faith.
The Purchase Price shall be reduced from time to time by the full aggregate amount (the “Indemnification Adjustment”) owed to WidePoint or Acquisition under this Section 13 as adjusted, if applicable, to reflect the provisions of Sections 13.6 and 13.7, as a result of any Indemnification Matters (as defined in Section 13.5).
The representations and warranties of the Company, Major Common Holder or Merger Corp contained in this Agreement, any Transaction Document or Merger Corp Document or in any other agreement, exhibit, schedule, certificate, instrument or other writing delivered in connection with this Agreement shall not survive the Closing, except with respect to the Indemnification Matters set forth in this Article VI, which shall survive for the time period set forth in Section 6.3(a).
So long as the remaining portion of the Indemnity Escrow Fund exceeds the aggregate amount of all General Indemnification Matters that have been asserted but not resolved, the Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Indemnitor.