Indemnification Methodologies of TRIP’s Shareholders up to the Adjustment - Indemnifications Date Sample Clauses

Indemnification Methodologies of TRIP’s Shareholders up to the Adjustment - Indemnifications Date. The Parties agree that the obligations to indemnify of TRIP’s Shareholders, as provided for in Section 8.1 above, shall follow different mechanisms of payment and/or compensation, which will vary depending on the occurrence of the IPO (the “Completion of the IPO”) or the Deadline, whichever occurs first (the “Adjustment - Indemnifications Date”).
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Indemnification Methodologies of TRIP’s Shareholders up to the Adjustment - Indemnifications Date. The Parties agree that the obligations to indemnify of TRIP’s Shareholders, as provided for in Section 8.1 above, shall follow different mechanisms of payment and/or compensation, which will vary depending on the occurrence of the IPO (the “Completion of the IPO”) or the Deadline, whichever occurs first (the “Adjustment - Indemnifications Date”). (a) Indemnifications up to the Adjustment - Indemnifications Date. Between the Date of Execution and the Adjustment - Indemnifications Date, any obligation to indemnify of TRIP’s Shareholders, pursuant to Section 8.1, shall be temporarily suspended and may not be required by any AZUL Holding’s Indemnifiable Party, except as set forth below: (i) Subject to the provisions of Section 8.5, up to the Adjustment - Indemnifications Date, the Parties shall determine in good faith the total amount of Losses indemnifiable by TRIP’s Shareholders, as provided in Section 8.1 and updated by the CDI, which effectively generated a cash outflow on the part of the AZUL Holding’s Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of AZUL Holding”). Conversely, the Parties shall in good faith determine the total amount of losses indemnifiable by AZUL Holding, as provided in Section 8.2 below and updated by the CDI, which effectively generated a cash outflow on the part of TRIP’s Shareholders’ Indemnifiable Parties within the period between the Date of Execution and the Adjustment - Indemnifications Date (the “Losses With Cash Outflow of TRIP’s Shareholders”). The sum of Losses With Cash Outflow of AZUL Holding and Losses With Cash Outflow of TRIP’s Shareholders are referred to as the “Total Loss of Parties up to the Date of Adjustment - Indemnification”. In the event that the Total Losses of Parties up to the Adjustment - Indemnifications Date are positive in favor of AZUL Holding’s Indemnifiable Parties (that is, the Losses With Cash Outflow of AZUL Holding overcome the Losses With Cash Outflow of TRIP’s Shareholders), then the Original Shareholders shall have the right to exercise, within 4 (four) days after the announcement of the Total Loss of Parties up to the Date of Adjustment - Indemnification, the Subscription Warrants for the Adjustment of Shareholding - Original Shareholders in order to receive, on a prorated basis and proportionally to their stake in the share capital of AZUL Holding, the number of Class B preferred shares as per ...
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Related to Indemnification Methodologies of TRIP’s Shareholders up to the Adjustment - Indemnifications Date

  • Indemnification Determinations Indemnification of a Covered Person pursuant to Section 8.2 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Covered Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Covered Person was not liable by reason of Disabling Conduct.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required. (ii) To the extent that ▇▇▇▇▇▇▇▇▇▇’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against: A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the or of CONTRACTOR and third persons. B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).

  • Limitation of Liability of the Adviser; Indemnification The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).