Examples of Indemnification Escrow Fund in a sentence
Notwithstanding anything to the contrary in this Agreement, if the Seller Entity is paid any amounts from the Indemnification Escrow Fund in accordance with this Article VIII or the Escrow Agreement, and the Seller Entity distributes any of such amounts to the Beneficial Sellers, such distribution to the Beneficial Sellers shall be made in accordance with the Initial Closing Spreadsheet.
After the resolution any Unresolved Claim that has been resolved as not a Payable Claim, if and to the extent the value of the Indemnification Escrow Fund exceeds the aggregate amount of the then remaining Unresolved Claims, then the amount of such excess shall be promptly paid to the Seller Entity.
At the Escrow Release Time, if and to the extent the value of the Indemnification Escrow Fund exceeds the aggregate amount of Unresolved Claims, then the amount of such excess shall be paid to the Seller Entity.
A “Payable Claim” means a claim for indemnification of Losses under this Article VIII, to the extent that such claim has not yet been satisfied (including by release to the Purchaser Indemnified Party of cash from the Indemnification Escrow Fund), that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim.
An “Unresolved Claim” means any claim for indemnification of Losses under this Article VIII specified in any Claims Notice delivered pursuant to Section 8.4(a), to the extent that such claim is not a Payable Claim and has not been satisfied (including by release to the Purchaser Indemnified Party of cash from the Indemnification Escrow Fund).