Indemnification Escrow Deposit definition

Indemnification Escrow Deposit has the meaning set forth in Section 2.5(b).
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Indemnification Escrow Deposit means $7.0 million held pursuant to the terms of the Escrow Agreement.
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Indemnification Escrow Deposit means the aggregate amount of $250,000, deposited by Buyer on the date hereof pursuant to the terms and provisions of the Escrow Agreement.
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Examples of Indemnification Escrow Deposit in a sentence

  • For the avoidance of doubt, except with respect to the Retained Liabilities, Seller shall have no liability separate from, or in addition to, the undisbursed Indemnification Escrow Deposit.

  • The Indemnification Escrow Deposit shall at all times be and remain the property of Buyer unless and until disbursed to Seller in accordance with the terms and conditions of the Indemnification Escrow Agreement and such funds are not and shall not become subject to the debts, obligations, liens, charges, claims or liens of Seller or the Escrow Agent.

  • In the case of the Shareholders, the Shareholders will have no liability for indemnification under this Article 7 except to the extent of the unreleased amount of the Indemnification Escrow Deposit or the Retention Payment Escrow Deposit, as the case maybe.

  • Any malfunction should be reported to a College official. Misuse of these items interferes with this protection and endangers both people and property. Setting a false fire alarm, or tampering with fire protection equipment, notification systems or detection devices is prohibited.

  • Promptly following receipt thereof, the Escrow Agent shall acknowledge receipt of the Indemnification Escrow Deposit in writing to the Company and the Shareholders’ Representative.

  • The Escrow Agent shall be entitled to rely upon the joint written instructions of the Shareholders’ Representative and the Company with respect to the early release, payment and/or distribution of all or any portion of the Indemnification Escrow Deposit from time to time.

  • The Indemnification Escrow Deposit, together with any earnings or interest thereon (collectively, the “Indemnification Escrow Funds”), will be held until the first anniversary of the Closing Date (the period from the Closing Date until such date, the “Indemnification Escrow Period”) to serve as an escrow fund for any indemnifiable Losses pursuant to Article VII.

  • The Indemnification Escrow Deposit, together with any interest or dividends accrued thereon, are sometimes referred to herein collectively as the “Indemnification Escrow Fund.” The Adjustment Escrow Deposit, together with any interest or dividends accrued thereon, are sometimes referred to herein collectively as the “Adjustment Escrow Fund.” The Indemnification Escrow Deposit shall be available to satisfy any indemnity claims made by Buyer prior to the Escrow End Date pursuant to ARTICLE VIII.

  • Notwithstanding the foregoing, the maximum aggregate liability of each of the Shareholders, on the one hand, and Parent and, following the Effective Time, the Company, on the other, for (a) indemnification payments pursuant to Section 7.2(a)(i) hereof shall not exceed the amount of the Indemnification Escrow Deposit and (b) indemnification payments pursuant to Section 7.2(a)(ii) hereof shall not exceed the amount of the Retention Payment Escrow Deposit.

  • In the event of the Closing, the Escrow Amount shall continue to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement (such amounts upon closing, the “Indemnification Escrow Deposit”), and (iii) the Indemnification Escrow Deposit shall be distributed in accordance with the terms of the Escrow Agreement and Article VIII hereof.


More Definitions of Indemnification Escrow Deposit

Indemnification Escrow Deposit means $10,000,000.
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Indemnification Escrow Deposit has the meaning set forth in Section 1.3(a)(ii).
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Indemnification Escrow Deposit means cash in an amount equal to Five Million Dollars ($5,000,000).
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Indemnification Escrow Deposit means the cash sum of $14,500,000 deposited with the Escrow Agent pursuant to Section 2.4(b)(i) and to be held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement.
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Indemnification Escrow Deposit has the meaning set forth in Section 7.03.
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Indemnification Escrow Deposit means an amount equal to $4,050,000.
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Related to Indemnification Escrow Deposit

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

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

  • 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.

  • 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.

  • 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 Deposit has the meaning set forth in Section 2.1.

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

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

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

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

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

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

  • 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 hereof.

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

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

  • Adjustment Escrow Amount means $1,000,000.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • 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.

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;