Indemnity Deposit definition
Examples of Indemnity Deposit in a sentence
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.
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.
Upon resolution of any Indemnity Claim or portion of an Indemnity Claim as evidenced by a written instruction of the Buyer, in which an officer of the Buyer certifies that the instruction has been approved by either (x) the Sellers or (y) a final arbitral award in accordance with this Agreement, the Escrow Agent shall release the amount and type of Indemnity Deposit specified therein, and shall charge such amount to the Escrow Fund (as defined in the Escrow Agreement).
On the Closing Date, Sellers shall deposit the Indemnity Deposit into the Indemnity Escrow in the form of POPT Shares and/or OP Units, with each such security to be valued at the Public Offering Price.
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.
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.
If a Buyer Indemnified Party is entitled to indemnity under Section 9.1(b) of this Agreement, any such claim (including any claim pursuant to Section 4.7(viii)) shall be satisfied solely and exclusively against the Indemnity Deposit Escrow Account.
Therefore, except for the Excepted Matters, the maximum aggregate liability of Seller under Section 9.1(b) of this Agreement shall not exceed the Indemnity Deposit, and the Buyer Indemnified Parties shall have no further right to indemnity thereunder at such time as all funds have been disbursed from the Indemnity Deposit Escrow Account.
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.