Indemnity Escrow Funds Sample Clauses

Indemnity Escrow Funds. Any payments due to Buyer related to any breach of Seller’s Warranties shall be payable by Seller as follows: (a) first, to be deducted from the Indemnity Escrow Funds as long as there are funds remaining in the Indemnity Escrow Account; and (b) second, any remaining amounts payable in respect of such claim shall be paid in cash, by wire transfer of immediately available funds, except in the case of any Liabilities which Buyer may, directly or indirectly, suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with breaches of any Seller Fundamental Representation or any fraud, intentional misrepresentation, willful concealment or willful misconduct by Seller or any Seller Party hereto, in which case Buyer may seek recovery from Seller directly, and not, for the avoidance of doubt, first from the Indemnity Escrow Funds.
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Indemnity Escrow Funds. Upon receipt of the Indemnity Escrow Funds, the Indemnity Escrow Agent shall deposit the Indemnity Escrow Funds into an escrow account (the "Indemnity Escrow Account") and shall hold, administer, invest and distribute the Indemnity Escrow Funds in accordance with the terms of this Indemnity Escrow Agreement. All references in this Indemnity Escrow Agreement to Indemnity Escrow Funds shall include any investment of such funds and all investment earnings thereon.
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Indemnity Escrow Funds. (A) The period for making a Liability Claim against the Indemnity Escrow Fund with respect to any claims made pursuant to Article XII of the Purchase Agreement shall commence on the date hereof and shall terminate on the date that is eighteen (18) months after the date of this Agreement (or the next succeeding Business Day if such day is not a Business Day) (the “Indemnification Claim Period”). At any time during the Indemnification Claim Period, if any Buyer Indemnified Party makes a Liability Claim pursuant to the Purchase Agreement, Buyer (on behalf of such Buyer Indemnified Party) shall deliver to Escrow Agent and GSH a written notice (an “Indemnity Escrow Notice”) setting forth in reasonable detail the Liability Claim, and the amount (estimated, if necessary and to the extent feasible) of the Liability Claim by the Buyer Indemnified Party. If Escrow Agent has not received a written objection to such Liability Claim or portion thereof or the amount of such Liability Claim from GSH within thirty (30) calendar days following Escrow Agent’s receipt of such Indemnity Escrow Notice, then on the first (1st) Business Day immediately after the thirtieth (30th) day following such receipt, Escrow Agent shall release, by wire transfer to Buyer, in accordance CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. with Schedule III, an amount of Indemnity Escrow Funds from the Indemnity Escrow Account equal to the amount of such Liability Claim.
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Indemnity Escrow Funds. At the Closing, and only if the Closing occurs, Purchaser shall deliver the Indemnity Escrow Funds, totalling Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) to the Escrow Agent pursuant to Sections 2.01(i), 3.03(i) and 3.08(i) of the Stock Purchase Agreement in immediately available funds into an account designated by the Escrow Agent.
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Indemnity Escrow Funds. The Indemnity Escrow Amount shall be held and, subject to this Article 11 and in accordance with the provisions of the Escrow Agreement, released to the Sellers’ Representative for distribution to the Sellers upon the Survival Date, subject to holding back any portion of the Escrow Amount held in the Indemnity Escrow Account that is claimed in any properly noticed but unresolved claims as of such date. Upon such release, no Buyer Indemnitee shall have the right to bring any indemnification or other claims under this Agreement, other than (i) such properly noticed, but unresolved claims as of such released date, and in such case, solely against and to the extent of such held back amounts and (ii) claims for fraud or intentional breach of any covenant or agreement set forth in this Agreement.
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Indemnity Escrow Funds. Prior to the release or exhaustion of the Indemnity Escrow Funds, the IntriCon Group Indemnitees shall seek indemnification for any Claims only from the Indemnity Escrow Funds and not from Seller or the Principal Shareholders. Upon release or exhaustion of the Indemnity Escrow Funds, but subject to any applicable limitations in Section 13.2 and Section 13.5 (except as provided in Section 13.6), Seller and each Principal Shareholder shall continue to be liable for their respective indemnification obligations pursuant to this Section 13.
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Indemnity Escrow Funds. During the Escrow Period, the Escrow Agent shall disburse amounts from the Indemnity Escrow Account in accordance with the terms and procedures specified in Section 6 of this Agreement.
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Indemnity Escrow Funds. (a) The cash deposited by Purchaser with the Escrow Agent pursuant to Section 1.1(a)(i)(A)(II), together with any cash deposited by Purchaser pursuant to Section 1.4(a), any interest accumulated thereon pursuant to Section 1.1(f) and any shares of Dual Escrow Stock deposited pursuant to Section 1.1(a)(ii)(A)(II), with any stock resulting from splits of any shares of Dual Escrow Stock and subject to any reductions thereto pursuant to Section 1.1(c)(iii), Section 1.4(e) or this Article VII, and held by the Escrow Agent from time to time is referred to herein as the “PPS Indemnity Escrow Fund.” The PPS Indemnity Escrow Fund shall be governed by this Agreement and the Escrow Agreement. The PPS Indemnity Escrow Fund shall constitute partial security for the benefit of Purchaser (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of PPS under this Article VII. Subject to Section 7.4, the Escrow Agent shall hold the PPS Indemnity Escrow Fund until 11:59 p.m. Pacific time on the date (the “Indemnity Escrow Release Date”) that is three Business Days after the expiration of the period ending 15 months following the Closing Date (the “Indemnity Escrow Period”). PPS shall have no voting or dividend rights with respect to shares of Purchaser Stock that are Dual Escrow Stock or otherwise in the Goodwill Escrow Fund or the PPS Indemnity Escrow Fund.
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Indemnity Escrow Funds 
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Related to Indemnity Escrow Funds

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Three Hundred Forty-Seven Thousand Two Hundred Ninety-Nine Dollars ($347,299) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

  • Indemnification Escrow On the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with a mutually agreeable escrow agent, pursuant to which $250,000 of the proceeds of the Offering will be deposited by the Company, in connection with the payments of the Company's indemnification obligations pursuant to Section 9. All remaining funds in the escrow account that are not subject to an indemnification claim as of the nine-month anniversary of the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees and expenses of the escrow agent.

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

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