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.

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.

Examples of Indemnification Holdback Fund 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.

• 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”).

• 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 Converting Holders shall not receive interest or other earnings on the cash in the Indemnification Holdback Fund.

• Notwithstanding anything to the contrary contained herein, such portion of the Indemnification Holdback Fund at the Holdback Release Date as in the reasonable judgment of Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholders’ Agent on or prior to the Holdback Release Date shall remain in the Indemnification Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

• So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the initial source of recovery for any Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement.

• The Indemnification Holdback Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(e)and this Article VIII.

• Subject to the following requirements, the Indemnification Holdback Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., Pacific Time, on the expiration of Period 2 (the period of time from the Closing Date through and including the expiration of Period 2 is referred to herein as the “Holdback Period”); and all cash then remaining in the Indemnification Holdback shall be distributed as set forth in this Section 6.2(c).

• 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., Japan Time, on the date that is 18 months after the Closing Date (the “Indemnification Holdback Claim Period”).