General Indemnity Escrow Amount definition
Examples of General Indemnity Escrow Amount in a sentence
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”).
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.
Concurrently with the Closing, the Share Buyers shall deliver or cause to be delivered an amount in cash equal to the (i) Adjustment Escrow Amount, and (ii) General Indemnity Escrow Amount, to the Escrow Agent, pursuant to the provisions of this Agreement and the escrow agreement in the form attached as Exhibit D hereto (the “Escrow Agreement”).
At Closing, theDownpayment shall not be paid to the Shareholders but shall be transferred to and fund a portion of the General Indemnity Escrow Amount in accordance with the terms hereof and the Downpayment Escrow Agreement.
If and to the extent that, after the Escrow Expiration Date, any outstanding claim made by any Parent Indemnified Party for a Loss is resolved in favor of such Parent Indemnified Party, such Parent Indemnified Party shall be entitled to recover an amount from the Retained General Indemnity Escrow Amount or the Retained Other Matters Escrow Amount (as the case may be) equal to the amount of the outstanding claim resolved in favor of such Parent Indemnified Party.