Indemnity Escrow Accounts definition
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.
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.
Mitigating factors include any evidence presented to the court -- regarding either the crime or the defendant-- that might lead to a lesser sentence.
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.
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.
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).
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.