Escrow Holdback Amount definition
Examples of Escrow Holdback Amount in a sentence
Thereafter, any remaining Indemnity Escrow Holdback Amount retained by the Escrow Agent and any remaining Indemnity Holdback Shares that continue to be subject to the Indemnity Holdback Restriction with respect to the Unresolved Claims (if any), shall be released by the Escrow Agent or from the Indemnity Holdback Restriction, as applicable, upon resolution of such Unresolved Claims.
Upon completion of the acquisition, construction and installation of the Property and before any disbursement of the Escrow Holdback Amount (as defined in Section 2.04 of the Escrow Agreement) from the Escrow Fund, but in no event later than September 30, 2004, Borrower shall provide to Lender the Final Appraisal.
Buyer, the Parent and Sellers agree and acknowledge that the right to receive indemnification from the Escrow Holdback Amount shall not be deemed to limit the Buyer Indemnified Parties’ rights to receive indemnification from Sellers pursuant to this Article 7 or any other remedies to which any Buyer Indemnified Party is entitled in any respect.
As soon as all such claims have been resolved in accordance with Section 7.4(d), the Escrow Agent shall deliver the portion of the Escrow Holdback Amount not required to satisfy such claims to the Stockholders.
The provisions of this Section 2.1(c) are subject to the provisions of Section 2.7 (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of the Escrow Holdback Amount).
If any term or provision of this Section 4.14 as to the Board Holdback Escrow Amount, CFO Escrow Holdback Amount, IR Holdback Amount or Audit Firm Holdback Escrow Amount and/or partial liquidated damages is in contradiction of or conflicts with any term or provision of the Holdback Escrow Agreement relating thereto, the terms of the Holdback Escrow Agreement shall control.
In the event that the Final Indebtedness Amount is equal to or less than the Company Indebtedness Calculation, then on the second business day after the Final Determination Date the balance of the Combined Escrow Holdback Amount shall be distributed to the Stockholder Representative for the benefit of the Persons entitled thereto in accordance with their proportionate interests, calculated in accordance with the first sentence of Section 8.3(c).
The Stockholders’ aggregate Liability for indemnification of the Buyer Indemnified Persons pursuant to Section 9.2(a), Section 9.2(b), and Section 9.2(c) shall not exceed the Escrow Holdback Amount (the “Maximum Amount”); provided, however, that the Maximum Amount shall not apply with respect to any claim based on fraud by any Acquired Entity.
The terms of the Escrow Agreement shall provide that $500,000 of Escrow Holdback Amount (or in the event the Post-Closing Adjustment reduces the Escrow Holdback Amount below $500,000 the balance thereof) shall be held in escrow for two years from the Closing Date (or in the event of a pending indemnification claim made prior to the two year anniversary of the Closing Date, until such pending claim is fully resolved) for disbursement of any indemnification claims of Buyer.
For the avoidance of doubt, a Buyer Indemnified Party must first seek indemnification pursuant to this Article 7 from the Escrow Holdback Amount remaining in the Indemnification Escrow Account (if any) before seeking indemnification from the Sellers directly.