Escrow Indemnity Amount definition

Escrow Indemnity Amount means $6,910,000, which such amount shall be held and released by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement which, among other things, will provide for release of $4,250,000 on the 18-month anniversary of Closing (subject to any escrow claims) and for the release of the remaining escrow funds on the 36-month anniversary of Closing (subject to any escrow claims).
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Escrow Indemnity Amount means $5,500,000; provided, that such amount may be increased to $7,500,000 at the Effective Date in accordance with Schedule 5.3(e);
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Escrow Indemnity Amount means $3,000,000, which shall secure all of Sellers’ indemnification obligations pursuant to Article 8.
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Examples of Escrow Indemnity Amount in a sentence

  • Any portion of the Escrow Indemnity Amount not payable and delivered to Acquisition Sub pursuant to Sections 2.21 or 10.2 of the Arrangement Agreement and the terms and conditions of the Escrow Agreement shall be delivered to the Depositary in accordance with Section 10.2 of the Arrangement Agreement, in trust for the benefit of Shareholders for distribution by the Depositary to Shareholders subject to, and in accordance with the provisions of, Section 4.1(h).

  • At the Closing, Buyer shall deposit the Escrow Indemnity Amount with the Escrow Agent to secure Sellers’ indemnification obligations pursuant to Article 8.

  • At the Closing, Buyer shall withhold the Escrow Indemnity Amount from the cash payable to Sellers pursuant to Section 2.3(c).

  • The interest, earnings and income that accrues upon the Plains Pacific Escrow Indemnity Amount during the period of time during which it is held in the Plains Pacific Escrow Indemnity Account shall be deemed to become part of the Plains Pacific Escrow Indemnity Amount.

  • The cash to be withheld with respect to the Plains Pacific Escrow Indemnity Amount shall be deposited by Buyer into an interest bearing escrow account (the “Plains Pacific Escrow Indemnity Account”) established pursuant to the Escrow Agreement to secure only Plains Pacific’ indemnification obligations for Damages under Article 8.

  • Any amount of the Escrow Indemnity Amount released or paid to Acquisition Sub pursuant this Section 4.1(e) and pursuant to the Arrangement Agreement and the Escrow Agreement shall represent a reduction in the consideration payable by Acquisition Sub to the holders of Target Shares (other than Target Shares in respect of which a Shareholder has validly exercised Dissent Rights), and the Per Share Consideration received by each of them shall be reduced accordingly.

  • In addition to the Plains Pacific Escrow Indemnity Amount that will be paid into the Plains Pacific Escrow Indemnity Account as more specifically set forth in Section 2.11 of this Agreement, Four Hundred Thousand Dollars ($400,000) of the cash otherwise payable to Sellers will be held back by Buyer as more specifically set forth in Section 2.9 of this Agreement (the “Holdback”).

  • The Company hereby confirms that all amounts (including the Earnout Consideration and the Escrow Indemnity Amount, each as defined in the Stock Purchase Agreement referred to below) payable to the Mxxxxxx X.

  • At the Effective Time, Buyer shall withhold the Plains Pacific Escrow Indemnity Amount from the cash payable to Plains Pacific pursuant to Section 2.6(e) with such holdback allocated solely to Plains Pacific.

  • The cash to be withheld with respect to the Escrow Indemnity Amount shall be deposited by Buyer into an escrow account (the “Escrow Indemnity Account”) established pursuant to the Escrow Agreement to secure Sellers’ indemnification obligations for Damages under Article 8.


More Definitions of Escrow Indemnity Amount

Escrow Indemnity Amount means Seven Million Five Hundred Thousand Dollars ($7,500,000).
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Escrow Indemnity Amount means One Million Five Hundred Thousand Dollars ($1,500,000).
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Related to Escrow Indemnity Amount

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

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

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

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

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • 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 Cap has the meaning set forth in Section 8.4.3.

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

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Holdback Amount has the meaning set forth in Section 2.06(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.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Escrow Items means those items that are described in Section 3.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Escrow Cash is defined in Section 4.1(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.