Indemnity Escrow Fund definition

Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

Indemnity Escrow Fund means the escrow fund established pursuant to the Escrow Agreement in respect of obligations of the Management Sellers and the Members pursuant to Section 12.02(a) and Section 12.02(b), or, at the option of Parent, Section 2.14, including any interest accrued thereon. The initial amount of the Indemnity Escrow Fund shall be the Indemnity Escrow Amount.

Indemnity Escrow Fund has the meaning specified in Section 1.10.

Examples of Indemnity Escrow Fund in a sentence

• Buyer and Sellers will cooperate to provide joint written instructions to the Escrow Agent with respect to any payments required to be made from the General Indemnity Escrow Fund hereunder.

• Within five (5) Business Days after the Special Indemnity Escrow Release Date, Purchaser and the Sellers’ Representative shall, in accordance with the Escrow Agreement, instruct the Escrow Agent to release from the Special Indemnity Escrow Fund for to the Seller the amount, if any, by which the aggregate amount remaining in the Special Indemnity Escrow Fund as of the Special Indemnity Escrow Release Date exceeds the Retained Special Indemnity Escrow Amount.

• Subject to Section 8.3(e), the total dollar amount of the indemnification payments that Sellers can be required to make to the Indemnitees resulting from the matters referred to in Section 8.2(b)(ii) or Section 8.2(b)(iii) shall be limited to the aggregate amount remaining in the Special Indemnity Escrow Fund at such time.

• Upon the final resolution and payment of such unresolved or unpaid indemnity claims of the Buyer Indemnified Parties, any remaining portion of the General Indemnity Escrow Amount, which is then in excess of the aggregate unresolved or unpaid indemnity claims of the Buyer Indemnified Parties recoverable from the General Indemnity Escrow Fund, shall be paid to Sellers by the Escrow Agent within five (5) Business Days.

• Subject to Section 8.3(e), the total dollar amount of the indemnification payments that Sellers can be required to make to the Indemnitees resulting from the matters referred to in Section 8.2(a)(i) or Section 8.2(b)(i) (in each case, other than with respect to the Fundamental Representations or Company Fraud) or Section 8.2(b)(iv) shall be limited to the aggregate amount remaining in the Indemnity Escrow Fund at such time.

More Definitions of Indemnity Escrow Fund

Indemnity Escrow Fund means the escrow account established, designated and maintained by the Escrow Agent pursuant to the Escrow Agreement to pay indemnification obligations of the Sellers under Article VIII.

Indemnity Escrow Fund has the meaning set forth in Section 2.3(g)(iii).

Indemnity Escrow Fund has the meaning given to such term in the Escrow Agreement.

Indemnity Escrow Fund has the meaning specified in Section 12.7(b).

Indemnity Escrow Fund means the escrow fund established pursuant to the Escrow Agreement primarily for purposes of securing Parent’s indemnification rights pursuant to Section 9 of the Agreement.

Indemnity Escrow Fund has the meaning set forth in Section 2.6(c).

Indemnity Escrow Fund shall have the meaning set forth in the Merger Agreement.