General Indemnity Escrow definition

General Indemnity Escrow means the escrow established under the General Indemnity Escrow Agreement to hold the General Indemnity Escrow Funds.
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General Indemnity Escrow has the meaning set forth in Section 2.1.
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General Indemnity Escrow means $350,000, including any interest accrued thereon.
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Examples of General Indemnity Escrow in a sentence

  • To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Members, or the Members’ Representative.

  • Direct Claims shall be satisfied from the General Indemnity Escrow Property in the General Indemnity Escrow with the FAAC stock then in the General Indemnity Escrow valued at the Average Share Value.

  • On the Closing Date, as provided in Section 1.04(a), Buyer shall deposit with the Escrow Agent the Price Adjustment Escrow Amount into an escrow account (the “Price Adjustment Escrow Account”), and the General Indemnity Escrow Amount into an escrow account (the “Indemnity Escrow Account” and, together with the Price Adjustment Escrow Account, the “Escrow Accounts”).

  • In the event that such adjustment is larger than the Working Capital Adjustment Escrow and the General Indemnity Escrow Funds, each Escrow Participant will pay to Parent such Escrow Participant’s Allocable Portion of such amount.

  • As of the Closing, Buyer shall deliver the General Indemnity Escrow Amount and the Special Indemnity Escrow Amount (together with interest accrued thereon from time to time, the “Escrow Funds”) to Compass Bank, a state-chartered Federal Reserve System member bank organized under the Laws and Regulations of the State of Alabama, as escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent and approved by Seller.

  • The remaining property of the General Indemnity Escrow, if any, less the sum of the total of all then outstanding indemnity claims by FAAC Indemnitees (including amounts offset pursuant to Section 9.4 that have not been resolved) shall be delivered by the Escrow Agent to the Members’ Representative within five (5) Business Days after the Survival Date the accounts designated by the Members’ Representative in accordance with the terms of the General Indemnity Escrow Agreement.

  • The Company shall have filed all appropriate notices of claim against the General Indemnity Escrow Agreement and the Specific Indemnity Escrow Agreement executed in connection with the XXXXxxxxxx.xxx, Inc.

  • If the amount of the General Indemnity Escrow Funds is insufficient to pay any fees and expenses due to the Escrow Agent by the Securityholders Representative pursuant to the foregoing sentence then the Securityholders Representative shall be obligated to collect such fees and expenses from the Securityholders pursuant to the Merger Agreement and remit such funds so collected promptly to the Escrow Agent.

  • AMID shall direct the Transfer Agent to deliver a written confirmation of the deposit of General Indemnity Escrow Units in the General Indemnity Escrow Fund, Special Indemnity Escrow Units in the Special Indemnity Escrow Fund and Adjustment Escrow Units in the Adjustment Escrow Fund.

  • The Adjustment Escrow Fund and the General Indemnity Escrow Fund (or any portion thereof) shall be distributed to or for the benefit of the Share Seller or the Share Buyers, as applicable, at the times, and upon the terms and conditions, set forth in the Escrow Agreement.


More Definitions of General Indemnity Escrow

General Indemnity Escrow shall have the meaning set forth in Section 5.3(a).
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Related to General Indemnity Escrow

  • 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 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 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 Amount means $3,000,000.

  • 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, 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.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

  • 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 Parties has the meaning set forth in Section 8.1.

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

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

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

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

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

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

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

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

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

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

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Indemnified Items shall have the meaning assigned to such term in Section 2(b).