Examples of Indemnification Escrow Amount in a sentence
The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount.
ACE Hi shall be solely responsible for payment of all Taxes with respect to any interest or income earned on or dividends paid with respect to the GB Indemnification Escrow Amount.
The Indemnification Escrow Amount shall be used to (a) make any payments that are required to be made under Section 2.4(a) and (b) to pay the indemnification obligations under Article XI and, if not so used, shall be paid in accordance with Sections 3.1(d) and 3.1(e).
The Indemnification Escrow Amount and accrued interest (or any portion thereof) shall be distributed to the Buyer and Seller at the times, and upon the terms and conditions, set forth in the Escrow Agreement.
The Escrow Agent shall be entitled to rely on any such memorandum as joint instructions and shall distribute the amount of cash specified in such memorandum out of the Indemnification Escrow Amount in accordance with the terms thereof.