Examples of Indemnification Escrow Account in a sentence
Amounts to be paid to Parent Indemnified Parties shall be paid solely from the Indemnification Escrow Account pursuant to the Indemnification Escrow Agreement and the terms hereof.
Subject to the limitations set forth in Sections 10.6(c) and 10.6(f), any amounts recoverable by the Purchaser Indemnified Parties that are in excess of the amount of funds remaining in the Indemnification Escrow Account shall be paid directly by the Sole Member.
In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred.
Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Responsible Party or from the Indemnification Escrow Account, as the case may be, for such claim unless the Responsible Party shall have consented to such payment or settlement.
No Liens, claims or interests shall encumber the Indemnification Escrow Account in any way.