Escrow Indemnity Amount definition
Examples of Escrow Indemnity Amount in a sentence
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.
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.
Sellers’ and Equity Holders’ obligations hereunder are subject to ▇▇▇▇▇’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.
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 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.
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.
At the Closing, Buyer shall deposit the Escrow Indemnity Amount with the Escrow Agent to secure Sellers’ indemnification obligations pursuant to 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.
The grantee will submit performance, financial, and annual reports as indicated in this subpart to the appropriate Rural Development office.
At the Closing, Buyer shall withhold the Escrow Indemnity Amount from the cash payable to Sellers pursuant to Section 2.3(c).