Examples of Indemnification Holdback Amount in a sentence
So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement.
For the avoidance of doubt, no amounts received by the Buyer Indemnified Parties from the R&W Insurance Policy shall necessitate any refund of any amount collected from the Indemnification Holdback Amount or otherwise from the Stockholder Indemnifying Parties to satisfy the retention under the R&W Insurance Policy.
Except as otherwise provided herein, including the Indemnification Holdback Amount as contemplated in Articles IV and XI, no party nor any Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever any amount owed to it hereunder or pursuant to any Ancillary Agreement against any amounts owed hereunder or pursuant to any Ancillary Agreement by such Person to any other party or any of such other party’s Affiliates.
In no event shall Sellers’ aggregate liability pursuant to Section 11.2 for Losses incurred or suffered by the Purchaser Indemnified Parties exceed the Indemnification Holdback Amount.
The Indemnification Holdback Amount shall be placed in an interest-bearing escrow account by the Escrow Agent and shall be subject to the applicable provisions of this Agreement and the provisions of the Escrow Agreement in substantially the form attached as Exhibit A (the “Escrow Agreement”) between Buyer, the Shareholders’ Agent and the Escrow Agent.