Escrow Indemnity Period definition

Escrow Indemnity Period has the meaning set forth in Section 8.1(a).
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Escrow Indemnity Period shall have the meaning given to it in Section 8.1. Event shall mean the occurrence or existence of any act, action, activity, circumstance, condition, event, fact, failure to act, omission, incident or practice, or any set or combination of any of the foregoing. Exchange Act shall mean the Securities Exchange Act of 1934, and the rules and regulations of the Commission thereunder, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision. Exchange Agent shall have the meaning given to it in Section 2.2(a).
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Escrow Indemnity Period shall have the meaning ascribed to such term in Section 7.1.
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Examples of Escrow Indemnity Period in a sentence

  • No claim for indemnification may be asserted after the expiration of the Escrow Indemnity Period.

  • Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement which is the subject of a Claim which is asserted in writing prior to the expiration of the Escrow Indemnity Period shall survive with respect to such Claim or any dispute with respect thereto until the final resolution thereof.

  • The representations, warranties, covenants and agreements of the Company contained in or made pursuant to this Agreement or any Collateral Document shall survive the Closing and shall remain operative and in full force and effect for a period of one (1) year after the Closing Date (the "Escrow Indemnity Period"), regardless of any investigation or statement as to the results thereof made by or on behalf of any Party.

  • Except as otherwise provided herein, all the representations, warranties covenants and agreements of the Company contained in or made pursuant to this Agreement shall survive the Closing and shall remain operative and in full force and effect for a period of 18 months after the Measurement Date (such period being referred to as the "Escrow Indemnity Period"), regardless of any investigation or statement as to the results thereof made by or on behalf of any Person before or after the Closing.

  • Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement which is the subject of a claim which is asserted in writing prior to the expiration of the Escrow Indemnity Period shall survive with respect to such claim or any dispute with respect thereto until the final resolution thereof.

  • Acquiror agrees to pursue with reasonable diligence the resolution of any Unresolved Claims existing after the expiration of the Escrow Indemnity Period (but the failure to so pursue such resolution shall not affect Acquiror's ability to recover its Losses and Expenses from the Escrow Indemnity Funds, except to the extent such failure prejudices the Agent's ability to defend against such Unresolved Claims).

  • Notwithstanding anything to the contrary herein, the cash to be received herein by any holder of an Exercisable Option prior to the termination of the Escrow Indemnity Period shall be adjusted to give full effect to the indemnification provisions of Article 8 hereof.

  • Notwithstanding anything herein to the contrary, any representation or warranty which is the subject of a claim which is asserted in writing prior to the expiration of the Escrow Indemnity Period shall survive with respect to such claim or any dispute with respect thereto until the final resolution thereof.

  • You are expected to spend full-time on the Program and should not seek employment outside the Program.

  • In the event one or more such Claims with respect to the Escrow Funds, if any, shall exist upon the expiration of the Escrow Indemnity Period, an amount of such Escrow Indemnity Funds reasonably estimated by Acquiror to cover the fees, expense and other costs (including reasonable counsel fees and expenses) that will be required to resolve such Claims shall be retained as part of the Escrow Indemnity Funds and the balance thereof, if any, shall be distributed to the Persons entitled thereto.


More Definitions of Escrow Indemnity Period

Escrow Indemnity Period means a period of **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** after the Closing Date.
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Escrow Indemnity Period means the Base Survival Period.
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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)
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Related to Escrow Indemnity Period

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • 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).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

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

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • 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.

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

  • 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.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • 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.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

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

  • 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.

  • Defect Liability Period in relation to a work means the specified period from the date of COMPLETION CERTIFICATE upto the date of issue of FINAL CERTIFICATE during which the CONTRACTOR stands responsible for rectifying all defects that may appear in the works executed by the CONTRACTOR in pursuance of the CONTRACT and includes warranties against Manufacturing/Fabrication/ Erection/Construction defects covering all materials plants, equipment, components, and the like supplied by the CONTRACTOR, works executed against workmanship defects.

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

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

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

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

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).