Indemnity Escrow Accounts definition

Indemnity Escrow Accounts has the meaning set forth in ‎Section 2.6(j).
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Indemnity Escrow Accounts means each of the General Indemnity Escrow Amount, the Tax Indemnity Escrow Amount, the Litigation Escrow Account and the Appraisal Indemnity Escrow Amount.
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Examples of Indemnity Escrow Accounts in a sentence

  • The Indemnity Escrow Accounts shall each be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes of, and in accordance with, the terms of this Agreement and the Escrow Agreements.

  • The Parties agree that, as of the Closing Date, Buyer will keep the records and registrations of all amounts retained or released from each of the Indemnity Escrow Accounts or deducted, paid or offset with the Offset Amounts, in the form of a journal entry to be prepared and quarterly updated by the Board, according to the terms and conditions to be set forth in the Quotaholders' Agreement.

  • All costs, fees, charges and expenses assessed by the New York Escrow Agent to maintain the Indemnity Escrow Accounts as required hereunder, and any and all penalties, obligations and liabilities associated therewith or arising therefrom shall be paid by the Surviving Corporation.

  • If, on the date that the amounts remaining in the Indemnity Escrow Accounts are distributed to Stockholders there remain amounts greater than zero in such Indemnity Escrow Accounts, the Stockholder Representative may request that the Escrow Agent to deduct such fees and expenses of the Stockholder Representative from the amounts in the Stockholders’ respective Indemnity Escrow Accounts otherwise distributable to the Stockholders.

  • Each Stockholder shall bear a percentage of all reasonable fees and expenses incurred by the Stockholder Representative in performing its duties hereunder or under the Escrow Agreement, which percentage shall be equal to the balance of such Stockholder’s Indemnity Escrow Account at the time such fees and expenses are incurred, divided by the balance of all of the Stockholders’ Indemnity Escrow Accounts, in the aggregate, at the time such fees and expenses are incurred.

  • The funds held in the Tax Indemnity Escrow Accounts shall provide the sole source of payment for any indemnity and payment obligations set forth in this ARTICLE VIII and claims against the funds held in the Tax Indemnity Escrow Accounts as provided in this ARTICLE VIII shall constitute the sole and exclusive recourse of Buyer or any Company for any Liabilities for any Taxes (other than Transfer Taxes).

  • Notwithstanding the foregoing, Buyer or any of its Affiliates shall retain the right to concurrently bring a claim for indemnity under Section 8.03(a) or Section 8.03(b) or provide notice of payment from the Tax Indemnity Escrow Accounts in accordance with Section 2.06, as applicable, so as to block the release of the amount of such claim from any otherwise scheduled release from the applicable Tax Indemnity Escrow Account as provided in Section 8.03(d).

Related to Indemnity Escrow Accounts

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Escrow Cash is defined in Section 4.1(a).

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Working Capital Escrow Amount means $2,000,000.

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Holdback Amount has the meaning set forth in Section 2.1(c).