Indemnification Escrow Amount. (a) The Indemnification Escrow Amount shall be available to satisfy any Losses for which indemnification is provided by the Seller in accordance with and subject to the terms and conditions of Article XI.
(b) Pursuant and subject to the terms of this Agreement and the Indemnification Escrow Agreement, the Buyer shall on the First Indemnification Escrow Release Date, instruct the Escrow Agent to pay to the Seller an amount equal to 50% of the Indemnification Escrow Amount, if any, less any portion thereof that has been used to satisfy any amounts payable by the Seller for any Loss pursuant to Article XI or that is subject to a pending claim pursuant to Article XI.
(c) Pursuant and subject to the terms of this Agreement and the Indemnification Escrow Agreement, the Buyer shall on the Final Indemnification Escrow Release Date, instruct the Escrow Agent to pay to the Seller an amount equal to the remaining Indemnification Escrow Amount, if any, less any portion thereof that is subject to a pending claim pursuant to Article XI.
Indemnification Escrow Amount. “Indemnification Escrow Amount” has the meaning set forth in Section 1.3(b).
Indemnification Escrow Amount. The portion of the Purchase Price otherwise payable to Dxxxxxx Xxxxxx, a Seller, at Closing shall be reduced by an amount equal to $23,240 (the “Indemnification Escrow Amount”), to be transferred by the Escrow Agent to a trust account held by Sellers’ Representative for the benefit of Mx. Xxxxxx and will be used to satisfy the Sellers’ liabilities, if any, arising under Section 8.2(b), and will be paid to Mx. Xxxxxx, on the one hand, or the Purchaser, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Indemnification Escrow Amount. If any Buyer Indemnitee is entitled to indemnification in accordance with this Article 9, such indemnification shall be satisfied (a) first, from the Indemnification Escrow Amount, and (b), thereafter, from the Seller Parties. After the eighteenth (18th) month anniversary of the Closing Date, Buyer and Seller shall instruct the Escrow Agent to, pursuant to the Escrow Agreement, release any then remaining Indemnification Escrow Amount, less the aggregate amount of claims timely made by Buyer Indemnitees pursuant to Article 9 that remain pending on such date, to an account designated in writing by Seller.
Indemnification Escrow Amount. The portion of the Closing Purchase Price otherwise payable to Seller at Closing shall be reduced by an amount equal to sixteen million eight hundred seventy five thousand dollars ($16,875,000) (the “Indemnification Escrow Amount”), to be deposited by Buyer into an escrow account (the “Indemnification Escrow Account”), which will be established pursuant to the Escrow Agreement, as security for Seller’s obligations pursuant to Section 2.04(d), Article X and Article XIII. The Indemnification Escrow Amount, together with income earned thereon as provided in the Escrow Agreement net of any applicable Taxes (the “Indemnification Escrowed Funds”) will be used to satisfy Seller’s Liabilities, if any, arising under this Agreement, and will be paid to Seller, on the one hand, or Buyer, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Indemnification Escrow Amount. 3 1.4 The Closing............................................................ 3 1.5 Deliveries of the Parties.............................................. 4 1.6 Post-Closing Adjustment................................................ 7
Indemnification Escrow Amount. On the Closing Date and subject to the terms and conditions set forth in this Agreement, $5 million in immediately available funds (the "Indemnification Escrow Amount") shall be deposited into an escrow account (the "Indemnification Escrow Account") pursuant to the terms of an escrow agreement substantially in the form set forth in Exhibit C hereto (the "Indemnification Escrow Agreement") for the purpose of partially securing the obligations of Sellers pursuant to Sections 9.1(a)(ii), 9.1(b) and 9.1(c) hereto. Sellers shall have until 5:00 p.m., New York time, on January 21, 1998 (the "Notification Time") to notify Buyer of Sellers' election to deposit into the Indemnification Escrow Account on the Closing Date, in lieu of $5 million in immediately available funds, a $5 million letter of credit in form and substance reasonably satisfactory to Buyer issued by a bank reasonably satisfactory to Buyer to secure the obligations of Sellers described in the immediately preceding sentence, in which case Buyer and Sellers shall negotiate in good faith such changes to the form of Indemnification Escrow Agreement as are necessary to give effect to such election. In such event, Sellers shall be required, if necessary, to renew from time to time such letter of credit during the term of the Indemnification Escrow Agreement, as such term may be extended to take into account claims existing on July 31, 1999. In the event that Sellers do not so notify Buyer on or prior to the Notification Time, the Indemnification Escrow Account shall be funded with $5 million in immediately available funds.
Indemnification Escrow Amount. Parent shall have deposited the Indemnification Escrow Amount (consisting of cash and shares of Parent Common Stock as contemplated by this Agreement) with the Indemnification Escrow Agent.
Indemnification Escrow Amount. “Indemnification Escrow Amount” shall mean $750,000.
Indemnification Escrow Amount. Effective on the Closing Date, accounts receivable totaling $250,000 that are collectible within sixty (60) days for the Business shall be collected and maintained in a separate bank account that shall be transferred to Buyer as of Closing and Seller shall have no access to such account. In the event the accounts receivable balance on the Closing Date is less than $250,000, Seller shall deposit cash into such account equal to the difference of $250,000 and the amount of the accounts receivable on the Closing Date (“Escrow Indemnification Amount”). If Buyer asserts any claims for Buyer Damages as set forth in this §8, then the amount of such Buyer Damages may be deducted from the bank account set forth in this §8(e). After deducting the amount of any claim that has been asserted by Buyer pursuant to §8, the remaining amount in this account six months after the Closing Date shall promptly be transferred to Seller via wire transfer in immediately available funds.
