Examples of Indemnity Escrow Account in a sentence
For this purpose, Buyer shall provide to the Indemnity Escrow Agent, at the time of any disbursement, a schedule indicating the allocation of such disbursement from the Indemnity Escrow Account between (i) principal and (ii) imputed interest to be reported on IRS Form 1099-INT or 1099-OID.
Any amount distributed from the Indemnity Escrow Account to Seller shall be treated as a payment pursuant to Buyer’s obligation to Seller arising from Seller’s sale of property to which the installment sale provisions of Section 453 of the Code, and the unstated interest provisions of Section 483 or 1274 of the Code, apply.
The Adjustment Escrow Account will partially secure Parent’s right to receive payments in connection with any adjustment pursuant to Section 2.05, and the Indemnity Escrow Account will partially secure Parent’s right to receive payments in connection with any indemnification under Article X or Section 7.08.
At or prior to Closing, the Company may elect in its sole discretion to have a pro rata portion of the proceeds otherwise payable to the holders of Cash Converted Options hereunder withheld from the payments to such holders and contributed into the Adjustment Escrow Account and the Indemnity Escrow Account based on the holders’ pro rata portion of the proceeds hereunder.
The parties agree to adjust the Allocation Schedule as appropriate to reflect amounts released to Sellers from the Indemnity Escrow Account.