Indemnification Holdback Fund definition

Indemnification Holdback Fund means the funds held by Purchaser in accordance with Article 8 of this Agreement, excluding funds which by the terms of this Agreement should have been disbursed to Seller and all interest, dividends, gains and other income accrued thereon.
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Indemnification Holdback Fund has the meaning set forth in Section 1.3.2(a).
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Indemnification Holdback Fund means, at any given time, an amount equal to the Indemnification Holdback Amount less any amounts delivered to any Person from the Indemnification Holdback Fund pursuant to Article XII.
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Examples of Indemnification Holdback Fund in a sentence

  • A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination.

  • The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”).

  • 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.

  • Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

  • The Indemnification Holdback Fund will be held, administered and distributed by Purchaser in accordance with the terms of Article 8 of this Agreement.

  • To the extent required by Applicable Law, a portion of any amounts released from the Indemnification Holdback Fund may be treated and reported for U.S. federal income Tax purposes as imputed interest.

  • Promptly following the final resolution of, and full payment or credit in connection with, all such pending Indemnification Claims, Buyer or its Affiliate shall pay to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Seller any remaining portion of the Indemnification Holdback Fund.

  • If the full amount of the Indemnification Holdback Fund is retained by Buyer in satisfaction of Indemnification Claims, subject to the caps set forth in this Section 7.3, any additional liability of Seller and Seller Parent under Section 7.2 shall be satisfied from Seller and Seller Parent, with such payment to be made to Buyer promptly following (and in any event within 5 Business Days) the date such amount becomes payable pursuant to this Article VII.

  • The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Converting Holders, and Acquirer shall be entitled to act in accordance with such decision and Acquirer shall reclaim an amount of cash from the Indemnification Holdback Fund in accordance therewith.

  • The Indemnification Holdback Fund will be held, administered and distributed by Purchaser Sub in accordance with the terms of Article VIII.