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 that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.
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 $5,000,000.
Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates:
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Indemnification Notice has the meaning set forth in Section 11.3(a).
Indemnification Cap has the meaning set forth in Section 9.4(a).
Survival Period has the meaning set forth in Section 11.1.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Escrow Amount has the meaning set forth in Section 2.1(c).
Holdback Amount has the meaning set forth in Section 2.06(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Holdback has the meaning set forth in Section 4.1(d)(i).
Escrow Cash is defined in Section 4.1(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Indemnity Cap has the meaning set forth in Section 8.4.3.
Survival Date has the meaning set forth in Section 9.1.
Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Indemnity Period means the period during which the results of the business are affected beginning with the occurrence of the monetary win but not exceeding the maximum indemnity period