Indemnity Escrow Termination Date definition

Indemnity Escrow Termination Date has the meaning set forth in Section 2.10.
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Indemnity Escrow Termination Date means the date eighteen (18) months after the Closing Date.
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Indemnity Escrow Termination Date means the date which is eighteen (18) months following the Closing Date.
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Examples of Indemnity Escrow Termination Date in a sentence

  • On the Indemnity Escrow Termination Date, the balance of the funds remaining in the Indemnity Escrow Account (less the aggregate portion of the remaining funds in the Indemnity Escrow Amount claimed by any Buyer Indemnitee pursuant to a Claim or Third Party Claim in accordance with this Agreement and the Escrow Agreement and not resolved prior to such date) shall be released to Seller.

  • The applicable amount of any Pending Claims as of the Indemnity Escrow Termination Date shall continue to be held by the Escrow Agent in the Indemnity Escrow Account until such time as each such Pending Claim is resolved, at which time the amount of such Pending Claim shall be disbursed to Seller and/or Buyer from the Indemnity Escrow Account in accordance with the resolution of such Pending Claim.

  • The amounts held pursuant to the Escrow Agreement shall be held for a period of time expiring on the Indemnity Escrow Termination Date, unless an Indemnification Claim has been received by the Holder Representatives from a Parent Indemnitee prior to such time in accordance with the terms hereof, in which case an amount equal to the Losses claimed in such Certificate or Certificates shall be held until the resolution of any and all such claims in accordance with the terms hereof and the Escrow Agreement.

  • Following the Indemnity Escrow Termination Date, the Indemnity Escrow Agent shall pay all amounts remaining in the Indemnity Escrow Fund, including any interest and other income resulting from the investment of such amounts, in the manner, at the time and to the Persons set forth in Section 12.04.

  • Notwithstanding the foregoing, after the Indemnity Escrow Termination Date, the Securityholders’ Representative shall be entitled to have his fees for time spent by him fulfilling his duties under this Agreement paid out of the Warrant Escrow Fund before any distribution is made pursuant to Section 5(c)(i).

  • The Indemnity Escrow Fund shall remain in existence from the Closing Date until the Indemnity Escrow Termination Date (the “Indemnity Escrow Period”).

  • Notwithstanding any other provision of this Agreement, within 30 calendar days of the end of each calendar quarter (or as soon as reasonably practical thereafter after taking into account the maturity dates of any applicable investments) and upon the Indemnity Escrow Termination Date, the Escrow Agent shall make a cash distribution to Buyer of 40% of the investment income attributable to the preceding calendar quarter (or portion thereof).

  • The reissued shares that are not issued to Pledgee shall then be delivered to the Escrow Agent and continue to be shares of Pledged Securities until the Indemnity Escrow Termination Date.

  • The period during which claims for indemnification from the Indemnity Escrow Fund and the Warrant Escrow Fund may be initiated (the “Escrow Period”) shall commence on the Closing Date and terminate on the Indemnity Escrow Termination Date.

  • Any funds that remain in the Indemnity Escrow Account following the Indemnity Escrow Termination Date in respect of any pending Indemnification Claims shall be released in accordance with the terms of the Escrow Agreement.


More Definitions of Indemnity Escrow Termination Date

Indemnity Escrow Termination Date means the date which is twelve (12) months following the Closing Date.
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Indemnity Escrow Termination Date means the date that is thirty (30) days after the date of receipt by Purchaser of consolidated audited financial statements of Purchaser for the fiscal year ended August 31, 2007; provided that in no event shall the Indemnity Escrow Termination Date be later than December 31, 2007.
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Indemnity Escrow Termination Date means the earliest of (i) the second anniversary of the date that Parent, the Company, EPIL or any of their Affiliates (post-Closing) shall have entered into a definitive agreement with an unaffiliated third party (which for these purposes shall include a joint venture between or among any of the foregoing Persons and an unaffiliated third party that has at least a 10% economic interest in the joint venture) for the construction or use of an RTP™ technology-equipped processing plant with a minimum daily input processing capacity of 10,000 barrels of oil per day (an “RTP™ Plant”), (ii) the second anniversary of the date that Parent or any of its Affiliates shall have commenced construction or use of an RTP™ Plant, (iii) the date that Parent, the Company, EPIL or any of their Affiliates (post-Closing) shall have entered into a definitive agreement with an unaffiliated third party (as defined above) for the construction or use of a second RTP™ Plant, (iv) the date that Parent or any of its Affiliates shall have commenced construction of a second RTP™ Plant, and (v) the third anniversary of the Closing Date; provided, that, notwithstanding anything to the contrary contained herein, in no event shall the Indemnity Escrow Termination Date occur prior to the first anniversary of the Closing Date.
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Indemnity Escrow Termination Date means the first anniversary of the Closing Date.
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Indemnity Escrow Termination Date shall have the meaning as set forth in Section 3.7(c) of this Agreement.
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Related to Indemnity Escrow Termination Date

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Indemnity Escrow Amount means $5,000,000.

  • 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 Agreement has the meaning set forth in Section 1.5.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Lease Termination Date means the last day of the Lease Term.

  • Loan Termination Date means the earliest to occur of the following: (i) as to the REVOLVING NOTES, November 1, 2012, as to the TERM NOTES, October 31, 2016, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVE AGENT has received (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Agreement Termination Date is defined in Section 7.4.

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Facility Termination Date means the date as of which all of the following shall have occurred: (a) the Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Lender shall have been made).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Term Loan Termination Date means the earlier to occur of (a) the Term Loan Maturity Date and (b) the acceleration of the Term Loans in accordance with the terms hereof.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Revolver Termination Date means the date that is the three (3) year anniversary of the Effective Date, unless extended with the consent of each Lender in its sole and absolute discretion.

  • Reverse Termination Fee has the meaning set forth in Section 7.02(b).

  • Accretion Termination Date As defined in the Series Supplement.

  • Forbearance Termination Date means the earlier to occur of (i) the closing of a Transaction; (ii) October 31, 2001, or (iii) the date upon which the Forbearance Default occurs.