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 Section 5.3(e) and Schedule 5.3(e) of the Arrangement Agreement;
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Escrow Indemnity Amount means Seven Million Five Hundred Thousand Dollars ($7,500,000).
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Examples of Escrow Indemnity Amount in a sentence

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

  • 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).

  • Sellers’ and Equity Holders’ obligations hereunder are subject to Xxxxx’s rights of set-off against the Escrow Indemnity Amount, and thereafter, at Buyer’s sole option, against the earned but unpaid portion of the Earnout (if any) or to direct payment.

  • 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.

  • 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.

  • Optionholders hereby direct (and Principal Sellers shall cause SPC Investment to direct) Purchaser to pay at Closing the Optionholders' Allocable Portion of the Adjustment Escrow Amount and the Optionholders' Allocable Portion of the Escrow Indemnity Amount to the Escrow Agent.

  • Subject to the terms and conditions of the Escrow Agreement, the Escrow Indemnity Amount and all income earned thereon shall be available to satisfy any indemnity obligations of the Sellers pursuant to Article VIII hereof, to the extent that such claims are not otherwise satisfied by the Sellers by payment of cash to the Buyer.

  • 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.

  • Interest earned on the Escrow Indemnity Amount, if any, unless utilized to satisfy the Sellers’ payment obligations hereunder, will be for the account of the Sellers (and not the Buyer).

  • The grantee will submit performance, financial, and annual reports as indicated in this subpart to the appropriate Rural Development office.


More Definitions of Escrow Indemnity Amount

Escrow Indemnity Amount means $3,000,000, which shall secure all of Sellers’ indemnification obligations pursuant to Article 8.
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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 $3,000,000.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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 9.2(b).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

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

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

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

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • 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.

  • 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.

  • Escrow Deposit has the meaning set forth in Section 2.1.