INDEMNIFICATION BY SHAREHOLDERS definition

INDEMNIFICATION BY SHAREHOLDERS the second paragraph shall be deleted in its entirety and replaced with the following: “In order to secure certain of the Shareholders’ indemnification obligations hereunder, if Buyer is not then in breach of its representations, warranties, or obligations under this Agreement, Buyer shall have the right for a period of twelve (12) months after Closing (the “Indemnification Escrow Period”), to set-off from the Note up to One Hundred Thousand Dollars ($100,000) due to the Shareholders under the Note as a source of payment for Buyer’s indemnification claims for Losses made during the Indemnification Escrow Period. In the event an indemnification claim for Losses is timely made, the Losses set-off against the amounts due under the Note shall be wired by the Buyer to the Escrow Agent and such amount shall be held in escrow (the “Indemnification Escrow”) pursuant to Section 9.12. In the event an indemnification payment is due to the Buyer pursuant to Section 7.5 below, then the Indemnification Escrow shall be released in accordance with Section 9.12.”
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Related to INDEMNIFICATION BY SHAREHOLDERS

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.