Examples of Indemnity Escrow Amount in a sentence
In the event the Closing occurs, the Xxxxxxx Money shall be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount.
Accordingly, prior to the date of the release of funds to Seller, Buyer shall be treated as the owner of the Indemnity Escrow Amount and thus shall take into account in filing its income Tax Returns all items of income, gain, loss and deduction with respect to the Indemnity Escrow Amount in accordance with Proposed Treasury Regulation Section 1.468B-8(c).
In the event that DPII is entitled to indemnification under this Section 8.2, or Article IX, as applicable, DPII's first recourse for indemnification shall be the Indemnity Escrow Amount pursuant to the terms of this Agreement and the Indemnity Escrow Agreement.
The Indemnity Escrow Amount shall be maintained in the escrow account until the first year anniversary of the Closing Date (the "Escrow Period") for the purpose of satisfying claims by DPII for indemnification under this Section 8.2 and Article IX of this Agreement.
The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer for any such claims resolved in favor of Buyer) upon their resolution in accordance with this Article VIII and the Escrow Agreement.