General Indemnity Escrow Agreement definition

General Indemnity Escrow Agreement has the meaning set forth in Section 2.3.
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General Indemnity Escrow Agreement means that certain General Indemnity Escrow Agreement to be executed by the Sellers, certain of the Option Holders, Holdco and certain of the Parent Entities as of the Closing substantially in the form of EXHIBIT D hereto.
Sample 1

Examples of General Indemnity Escrow Agreement in a sentence

  • 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.

  • 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.

  • To facilitate comparison, the heuristic-based JBHT system has been used to evaluate the same case data used to illustrate the simulation and optimization methods.

  • CTO [1985] 154 ITR 148/22 Taxman 11 (SC)69 CA: 22 August 2018, Alta Energy Luxembourg S.A.R.L. v.

  • The weld sizes at the crown, saddle, toe, and heel positions can be determined as follows: Hw (mm) = 0.85t(mm) + 4.24L = t ⎡135 −ψ (deg.) ⎤w 2 ⎢ 45 ⎥⎣ ⎦⎧90 Crown⎪ −1ψ = ⎪180 − cos β (deg.) Saddle⎨ Toe⎪180 −θ (deg.)⎪θ (deg.) Heel⎩ (2)The parameters of Eq. (2) are defined in Fig.

  • BINDER GmbH Tuttlingen, Germany TEL +49 7462 2005 0 FAX +49 7462 2005 100 info@binder-world.com www.binder-world.com BINDER Asia Pacific (Hong Kong) Ltd.

  • Laddex cites several cases involving nonproduction due to sudden stoppage or an equipment malfunction, and the implied temporary-cessation-of-production doctrine that saves such leases from termination if the lessee shows that it acted reasonably to remedy the defect and restore production.

  • Pursuant to Section 2.1 and the Escrow Agreements, at the Closing, ICF shall deliver to the Escrow Agent the Escrow Deposit and the Escrow Agent shall set up two separate escrows: the Lease Escrow under the Lease Escrow Agreement and the General Indemnity Escrow under the General Indemnity Escrow Agreement to secure the Shareholders’ indemnification obligations under Section 5.10 and Article VIII.

  • At Closing, each of Parent, the Stockholders' Committee and the Indemnity Escrow Agent will enter into the General Indemnity Escrow Agreement in the form of EXHIBIT B-1 and the Specific Indemnity Escrow Agreement in the form of EXHIBIT B-2.

  • Given the data available and the life history of uku, I support the accepted base model as the best available science and its projected biomass with fishery weighted selectivity used for management consideration.

Related to General Indemnity Escrow Agreement

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • 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.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • 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.

  • 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.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

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

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

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

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

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

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

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, 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, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, 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, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C of the Plan.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • 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.

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