Indemnifications After the Adjustment - Indemnifications Date Clause Samples

The "Indemnifications After the Adjustment - Indemnifications Date" clause defines the specific timing and conditions under which indemnification obligations become effective following a contractual adjustment, such as a purchase price adjustment or similar post-closing reconciliation. In practice, this clause sets a clear date after which parties may seek indemnification for losses or claims arising from the adjustment, ensuring that both parties know when their rights and responsibilities regarding indemnification commence. Its core function is to provide certainty and prevent disputes by establishing a definitive start date for indemnification claims related to post-adjustment matters.
Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of TRIP’s Shareholders as provided for in Section 8.1, shall be indemnified exclusively in cash, pursuant to Section 8.3 et seq., it being agreed to by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.
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Indemnifications After the Adjustment - Indemnifications Date. After the Adjustment - Indemnifications Date, the obligations to indemnify of AZUL Holding as provided in Section 8.2, shall be indemnified exclusively in cash, pursuant to Section 8.3 and following, being agreed by and between the Parties, for the avoidance of doubt, that the indemnification procedures set forth in Sections 8.3, 8.4, 8.5, and 8.6 shall apply to Parties only after the Adjustment - Indemnifications Date.”
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Related to Indemnifications After the Adjustment - Indemnifications Date

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

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Liability Exculpation and Indemnification 37 Section 10.1. Liability........................................................................... 37 Section 10.2. Exculpation......................................................................... 37 Section 10.3. Indemnification..................................................................... 38 Section 10.4. Expenses ........................................................................... 38

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3