Indemnification Escrow Fund definition

Indemnification Escrow Fund means the Indemnification Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.

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

Indemnification Escrow Fund has the meaning set forth in Section 3.02(c)(ii).

Examples of Indemnification Escrow Fund in a sentence

• Buyer may elect, in its sole discretion, to set-off any payment of the Post-Closing Adjustment payable by Seller against future Earn-Out Payments payable to Seller or to deduct any payment of the Post-Closing Adjustment payable by Seller from the Indemnification Escrow Fund in accordance with the terms and conditions of the Indemnification Escrow Agreement.

• Any amounts payable to Buyer pursuant to this ARTICLE VI shall be satisfied: (i) from the Indemnification Escrow Fund; and (ii) to the extent such amounts exceed the amount available to Buyer in the Indemnification Escrow Fund, from Seller.

• In the event Parent becomes aware of a third-party claim which Parent believes may result in a demand against the Indemnification Escrow Fund, Parent shall notify the Stockholder Representative of such claim, and the Stockholder Representative, on behalf of the Company Stockholders, shall be entitled, at the Company Stockholders’ expense, to participate in any defense of such claim.

• Purchaser shall cause the Agent to hold and safeguard the Indemnification Escrow Fund until the Indemnification Expiration Date and to dispose of the Total Escrow Consideration in accordance with the terms of this Article VIII and the Escrow Agreement.

• At each Closing, each Seller will be deemed to have received and deposited its Escrow Portion into the Indemnification Escrow Fund, without any act of the Seller.

More Definitions of Indemnification Escrow Fund

Indemnification Escrow Fund shall have the meaning ascribed to it in Section 8.5(d) hereof.

Indemnification Escrow Fund means the Indemnification Escrow Amount paid to the Escrow Agent, and any interest earned thereon, which shall be maintained and administered by the Escrow Agent in accordance with the Escrow Agreement to provide a source of funds for the payment of the indemnification obligations set forth in Section 10.1.

Indemnification Escrow Fund has the meaning set forth in section 8.F.

Indemnification Escrow Fund means the portion of the Escrow Account designated for the Indemnification Escrow Amount to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.

Indemnification Escrow Fund means the Indemnification Escrow Amount plus any interest thereon and on any such interest, in accordance with the Escrow Agreement, as the same may be reduced from time to time by any payments to the Purchaser and the other Purchaser Indemnified Parties pursuant to Section 2.3(b), Section 9.4(f) or Section 9.5(b).

Indemnification Escrow Fund has the meaning given to such term Section 2.05(b)(i) of this Agreement.

Indemnification Escrow Fund means an amount equal to $325,000, plus the aggregate amount of any interest and earnings thereon, if any.