Indemnity Deposit definition
Examples of Indemnity Deposit in a sentence
At Closing, Buyer shall pay to Seller, in cash by wire transfer of immediately available funds to the account or accounts designated by Seller an amount equal to the Base Purchase Price as adjusted by the Estimated Adjustment Amount (as provided in Section 2.5 below) less the Performance Deposit (together with any interest accrued thereon) received by Seller on or prior to Closing, the Indemnity Deposit, and the Title Defect Deposit, if any (such amount, in the aggregate, the “Closing Payment”).
Seller shall have delivered its duly executed signature page counterparts to the Assignment Agreement, the Indemnity Deposit Escrow Agreement, and the Title Defect Deposit Escrow Agreement, if required, to Buyer.
Buyer shall have delivered its duly executed signature page counterparts to the Assignment Agreement, the Indemnity Deposit Escrow Agreement, and the Title Defect Deposit Escrow Agreement, if required, to Seller.
For income tax purposes, the parties hereto agree that the Sellers shall be treated as the owners of the Indemnity Deposit, and that each Seller shall be treated as the owner of the portion of the Indemnity Deposit equal to the product of the Indemnity Deposit multiplied by such Seller’s percentage jointly identified by the Sellers in writing at Closing (such Seller’s “Individual Percentage”), and shall report such Indemnity Deposit consistently with the foregoing.
Buyer agrees to pay to the Escrow Agent, at the Closing, in cash by wire transfer of immediately available funds (i) the Indemnity Deposit for deposit to the Indemnity Deposit Escrow Account and (ii) any Title Defect Deposit for deposit into the Title Defect Deposit Escrow Account.
Within 48 hours Client/Receiver pays Refundable Indemnity Deposit by Wire transfer.
Since we know that an 0 leakage cannot distinguish a random additive secret sharing of 0 from a random additive secret sharing of 1, we may just replace random additive secret sharings for wire values in C by random additive secret sharings of 0 and compute the cross multiplications between shares accordingly.
The Indemnifying Party hereby covenants and agrees that at any time the Indemnifying Party is obligated to indemnify a Indemnitee for Damages under this Article XI and such Damages are to be paid out of the Escrow Shares, if requested by Parent, Indemnifying Party shall execute and deliver to the Escrow Agent written instructions pursuant to the Escrow Agreement to release to the Indemnitee such portion of the Indemnity Deposit as is necessary to indemnify the Indemnitee for such Damages.
Upon any disbursement from the Indemnity Deposit pursuant to this Agreement, the Buyer will purchase (at a price per REIT Share or OP Unit, as applicable, equal to the Public Offering Price) such number of the securities as will permit the Escrow Agent to distribute cash in lieu of any fractional shares.
The Escrow Agent shall hold the Indemnity Deposit and the Working Capital Deposit in separate accounts, subject to the terms and conditions hereof, and shall invest and reinvest the Deposits and the respective proceeds thereof as directed in Section 3.