Escrow Indemnity Funds definition

Escrow Indemnity Funds means shares of Acquiror Stock in an amount equal to the quotient obtained by dividing (a) Three Million Five Hundred Thousand Dollars ($3,500,000) by (b) the Determination Price.
Sample 1
Escrow Indemnity Funds means shares of Acquiror Common Stock in an amount equal to quotient obtained by dividing (i) Four Million Dollars ($4,000,000) by (ii) the Determination Price."
Sample 1
Escrow Indemnity Funds means the amount held in the Escrow Account attributable to the Escrow Indemnity Amount, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.
Sample 1

Examples of Escrow Indemnity Funds in a sentence

  • Upon the resolution of all such Claims and the payment of all such fees, expenses and costs out of the Escrow Indemnity Funds, the remainder of the Escrow Indemnity Funds, if any, shall be distributed to the Persons entitled thereto.

  • 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 Agent shall vote the shares of Acquiror Stock forming part of the Escrow Indemnity Funds in accordance with the directions of the Stockholders.

  • In accordance with the terms of the Escrow Agreement, each Stockholder shall be entitled to receive all ordinary cash dividends paid in respect of his or her Proportionate Share of Acquiror Stock that would otherwise be registered in his or her name but for such shares being a part of the Escrow Indemnity Funds and to vote and to give consents, waivers and ratifications in respect of his or her Proportionate Share of Acquiror Stock which is part of the Escrow Indemnity Funds.

  • Any Claims of Acquiror for indemnification to be satisfied out of the Escrow Indemnity Funds shall be made in accordance with the terms of the Escrow Agreement.

  • Acquiror shall then convert such percent to number based on the then-existing Escrow Indemnity Funds, rounded in each case down to the nearest whole number.

  • 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.

  • The Agent, on behalf of the Stockholders, agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Indemnity Funds under this Agreement to the Stockholders, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent in any such payment or other activities under this Agreement.

  • The Escrow Agent shall retain the portion of the Escrow Indemnity Funds which relates to all Unresolved Claims until resolution of such Unresolved Claims in accordance with the terms hereof.

  • Any Claims of Acquiror for indemnification to be satisfied out of the Escrow Indemnity Funds shall be made in accordance with the terms of the Escrow Agreement (it being hereby understood that for purposes of determining the number of shares of Acquiror Stock necessary to satisfy such Claim, the Market Price of the Acquiror Stock calculated in accordance with the terms of the Escrow Agreement shall be used).


More Definitions of Escrow Indemnity Funds

Escrow Indemnity Funds shall have the meaning given to it in the Stockholders' Agreement.
Sample 1
Escrow Indemnity Funds is defined in Section 8.3.
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Escrow Indemnity Funds. 1.16. "Escrow Indemnity Period" 1.17. "Excluded Assets" 1.18. "Financial Statements" 1.19. "Fiscal Year" 1.20. "GAAP" 1.21. "Hazardous Material" 1.22. "Indemnified Claim" 1.23. "Indemnified Party" 1.24. "Indemnifying Party" 1.25. "Intangible Properties" 1.26. "Leases" 1.27. "Legal Requirement" 1.28. "Lien" 1.29. "Losses" 1.30. "Measured Current Assets" 1.31. "Measured Current Liabilities" 1.32. "Notice of Claim" 1.33. "Party" 1.34. "Permits" 1.35. "Permitted Encumbrances" 1.36. "Person" 1.37. "Plan" 1.38. "Properties" 1.39. "Purchase Price" 1.40. "Purchaser Indemnified Parties" (i)
Sample 1
Escrow Indemnity Funds means an amount equal to **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.**, to be withheld from the Purchase Price delivered to Sellers on the Closing Date, together with any interest and earnings which accrue thereon.
Sample 1
Escrow Indemnity Funds shall have the meaning given to it in Section 8.2(a).
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Related to Escrow Indemnity Funds

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

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Indemnity Escrow Amount means $3,000,000.

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

  • 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.

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

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

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

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

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

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • 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.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • 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.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

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

  • 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.