Examples of Escrow Indemnity Funds in a sentence
All reasonable costs and expenses defending any such third party Legal Action or other Claim, including the amount of any settlement or of any judgment, shall be paid out of the Escrow Indemnity Funds.
The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Indemnity Funds.
If any Legal Action is instituted by a third party with respect to which Acquiror intends to claim any liability or expense as Loss and Expense under this Article, Acquiror shall promptly notify the Agent of such Legal Action, but the failure to so notify the Agent shall not affect Acquiror's ability to recover its Losses and Expenses from the Escrow Indemnity Funds under this Article, except to the extent such failure to notify prejudices the Agent's ability to defend against such Claim.
It is understood and agreed that such resignation or removal shall not be effective until a successor agrees to act hereunder by signing a copy hereof; provided, however, if no successor is appointed and acting hereunder within thirty (30) days after such notice is given, the Escrow Agent may pay and deliver the Escrow Indemnity Funds into a court of competent jurisdiction.
The Escrow Indemnity Funds shall be held by the Escrow Agent to secure the indemnification obligations to Acquiror under the Merger Agreement and shall be held and released in accordance with the provisions of this Agreement.
Other than this Agreement, which shall be controlling in regards to the Escrow Indemnity Funds, the Escrow Agent shall not be bound in any way by any contract or agreement between other parties hereto, including the Merger Agreement and the Stockholders' Agreement, whether or not it has knowledge of any such contract or agreement or of its terms or conditions.
This Agreement shall be terminated upon the earliest to occur of (a) disbursement or release of all of the Escrow Indemnity Funds by the Escrow Agent as provided in this Agreement, or (b) the written mutual consent signed by each of the parties hereto.
The Escrow Agent agrees to hold, disburse and invest the Escrow Indemnity Funds solely in accordance with the terms and conditions of this Agreement and for the uses and purposes stated herein.
Xxxxxx, Xx., as Agent, representing ___________ shares of Acquiror Stock (the "Escrow Indemnity Funds").
The term "Unresolved Claims" shall mean any claim or request made pursuant to the Merger Agreement against the Escrow Indemnity Funds in accordance with the Merger Agreement and Section 2.4 below, until such time as such claim or request has been paid in full or otherwise fully settled, compromised or adjusted by Acquiror, the Agent and the Escrow Agent or by a final order of a court of competent jurisdiction resolving such claim, from which no appeal is or can be taken.