Indemnification Escrow Period definition

Indemnification Escrow Period means the period during which Indemnification Escrow Shares are to be held in escrow, as set forth in the Indemnification Escrow Agreement.
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Indemnification Escrow Period is defined in Section 1.10(c).
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Indemnification Escrow Period means the period commencing on the date hereof and ending at the close of the Escrow Agent’s Business Day on [ ], unless earlier terminated pursuant to this Agreement.
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Examples of Indemnification Escrow Period in a sentence

  • Such amount will reduce the Indemnification Escrow Amount and any corresponding release owed to the Seller during the applicable period set forth in this Section 6.2(d), or upon termination of the Indemnification Escrow Period, as the case may be.

  • Effective on the second anniversary of the Closing Date, the amount of the available Indemnification Escrow Fund in respect of the remainder of the Indemnification Escrow Period shall be reduced to $1.25 million, subject to the terms and conditions of the Escrow Agreement.

  • The Indemnification Escrow Agent shall hold and safeguard the Indemnification Escrow Funds during the Indemnification Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Indemnification Escrow Funds only in accordance with the terms hereof.

  • For the avoidance of doubt, if no Officer’s Certificate is delivered to the Escrow Agent in accordance with Section (II)(a) prior to the end of the Indemnification Escrow Period, the Escrow Agent shall release the entire remainder of the Escrow Amount and accumulated Escrow Earnings (less any applicable deducted fees and expenses) to the Selling Entity on the next Business Day immediately following the end of the Indemnification Escrow Period.

  • On the next Business Day following the last day of the Indemnification Escrow Period, the Escrow Amount will be released in accordance with the provisions of Section (II)(b) of Schedule B hereto.

  • Notwithstanding the foregoing, no delay in providing such notice within the Indemnification Escrow Period shall affect an Indemnified Person’s rights hereunder.

  • The indemnification provided for in this Article as to the Damages for which the Shareholders Escrow Shares or the additional Shares to be issued by the Surviving Corporation will provide compensation will be for any claim or aggregate of claims made within the Indemnification Escrow Period under Section 7.8, provided that a claim or aggregate of claims to be made must first aggregate $25,000, and then will be for the full amount of the claims.

  • If the applicable Officer’s Certificate was delivered to the Escrow Agent prior to the expiration of the Indemnification Escrow Period, then the memorandum of agreement shall be delivered to the Escrow Agent and the Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Indemnification Escrow Fund in accordance with the terms of such memorandum.

  • If during the Indemnification Escrow Period, Buyer desires to make a claim on the Indemnification Escrow pursuant to Sections 1.3(a)(iii) or 7.5(a), Buyer and the Shareholders’ Representative shall deliver to the Escrow Agent Joint Written Instructions directing the release from the Indemnification Escrow the amounts set forth in the Joint Written Instructions.

  • The Indemnification Escrow Period (as defined in Section (II)(a) of Schedule B hereof) shall commence on the date hereof and shall end on the last day of such Indemnification Escrow Period.


More Definitions of Indemnification Escrow Period

Indemnification Escrow Period means the period commencing on the Closing Date and concluding on the 15 month anniversary of the Closing Date.
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Indemnification Escrow Period means the period commencing on the Effective Date and ending at the close of Escrow Agent’s Business Day on February 10, 2020, unless earlier terminated pursuant to this Agreement.
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Indemnification Escrow Period has the meaning set forth in Section 11.3(d) of this Agreement.
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Indemnification Escrow Period has the meaning specified in Section 2.3.2.
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Indemnification Escrow Period. Section 8.1
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Indemnification Escrow Period means the period beginning on the Closing Date and ending at 11:59 p.m. Pacific Time on March 31, 2007; provided, however, that the Indemnification Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims specified in writing by Parent and delivered to the Escrow Agent and Securityholders' Representative prior to March 31, 2007 that are being contested by the shareholders' Representative ("Unsatisfied Claims") 77 until all such Unsatisfied Claims have been resolved and Parent and the Securityholders' Representative deliver a notice to the Escrow Agent to that effect.
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Related to Indemnification Escrow Period

  • 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 Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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 $3,000,000.

  • Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates: (i) The date upon which Escrow Agent confirms that it has received in the Escrow Account all of the proceeds of the sale of the Convertible Debentures; (ii) The expiration of twenty (20) days from the date of commencement of the Offering (unless extended by mutual written agreement between the Company and the Investor(s) with a copy of such extension to Escrow Agent); or (iii) The date upon which a determination is made by the Company and the Investor(s) to terminate the Offering prior to the sale of all the Convertible Debentures. During the Escrow Period, the Company and the Investor(s) are aware that they are not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or the Investor(s) or any other entity, or be subject to the debts of the Company or the Investor(s) or any other entity.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • 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 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 2.1(c).

  • 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 9.2(b).

  • 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, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

  • 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 resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period