General Indemnity Escrow Fund definition

General Indemnity Escrow Fund means the General Indemnity Escrow Amount, together with any interest and other income thereon, if any.
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General Indemnity Escrow Fund means the General Indemnity Escrow Units deposited with the Escrow Agent, as may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any distributions paid in respect thereof.
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General Indemnity Escrow Fund has the meaning given to such term in the Escrow Agreement.
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Examples of General Indemnity Escrow Fund in a sentence

  • 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.

  • Any Held Back Amounts shall remain in the General Indemnity Escrow Fund and released to the Share Seller as soon as, and to the extent that, they are no longer in good faith reasonably necessary to continue to serve as security for a Claim Certificate or Third Party Claim Notice, at which time the Share Seller and the applicable Buyer party shall instruct the Escrow Agent to release any such amount in accordance with the final resolution thereof.

  • All amounts received by the Buyers as indemnification from the General Indemnity Escrow Fund pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Adjusted Share Purchase Price.

  • The General Indemnity Escrow Fund shall be held as security for the indemnification rights of the Purchaser Indemnitees pursuant to Article VIII of the Purchase Agreement and in accordance with Section 8.02(C) of the Purchase Agreement.

  • Upon the final resolution and payment of such unresolved or unpaid indemnity claims of the Buyer Indemnified Parties, any remaining portion of the General Indemnity Escrow Amount, which is then in excess of the aggregate unresolved or unpaid indemnity claims of the Buyer Indemnified Parties recoverable from the General Indemnity Escrow Fund, shall be paid to Sellers by the Escrow Agent within five (5) Business Days.

  • Within one (1) business day after the General Termination Date (as defined in Section 6 hereof), the Escrow Agent shall distribute to Comarco the cash held in the General Indemnity Escrow Fund, including any interest earned thereon, not otherwise distributed to the Purchaser pursuant to Section 2 or to Comarco pursuant to Section 8.11.

  • Buyer and Sellers will cooperate to provide joint written instructions to the Escrow Agent with respect to any payments required to be made from the General Indemnity Escrow Fund hereunder.

  • Not later than two (2) Business Days prior to the due date for the payment of Taxes on any Tax Return that includes a Pre-Closing Period, Buyer shall be entitled to receive from the General Indemnity Escrow Fund the amount of Taxes, if any, for which the Equity Holders are liable pursuant to Section 5.4(a).

  • The General Indemnity Escrow Fund and the Excluded Liability Escrow Fund shall jointly be referred to herein as the “Escrow Funds”.


More Definitions of General Indemnity Escrow Fund

General Indemnity Escrow Fund means the General Indemnity Escrow Deposit ------------------------------ together with all interest or income actually earned thereon pursuant to the General Escrow Agreement.
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Related to General Indemnity Escrow Fund

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

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

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

  • 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.

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

  • 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.

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

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

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

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

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

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

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

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

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

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

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

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

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

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

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

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