Indemnity Escrow Cash definition

Indemnity Escrow Cash means, (a) as of the Closing, an aggregate amount of cash equal to (i) the Per Share Indemnity Escrow Amount multiplied by (ii) the Company Indemnitor Share Number minus the Accredited Share Number, as set forth on the Allocation Schedule, and (b) thereafter, as of any time, the amount of cash in the Indemnity Escrow Account.
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Indemnity Escrow Cash means, (a) as of the Closing, (i) an aggregate amount of cash equal to (A) the Per Share Indemnity Escrow Amount (as calculated in accordance with clause (a) of the definition of such term) multiplied by (B) Unaccredited Share Number, plus (ii) (A) the Per Share Indemnity Escrow Amount (as calculated in accordance with clause (b)(ii) of the definition of such term) multiplied by (B) Accredited Share Number, and (b) thereafter, as of any time, the amount of Indemnity Escrow Cash that has not yet been released to the Company Indemnitors or Parent in accordance with the terms of this Agreement.
Sample 1
Indemnity Escrow Cash is defined in Section 4.1(a)(ii).
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Examples of Indemnity Escrow Cash in a sentence

  • Not more than seven (7) Business Days nor less than five (5) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Allocation Statement”) setting forth its determination of each of the Cash Percentage, the Stock Percentage, the Adjustment Escrow Cash Amount, the Indemnity Escrow Cash Amount, the Tax Indemnity Escrow Cash Amount, the Adjustment Escrow Funding Ratio, the Indemnity Escrow Funding Ratio and the Tax Indemnity Escrow Funding Ratio.

  • The Company, the Principal Shareholders and the Principal Shareholders’ Representative hereby authorize Purchaser to deposit the Indemnity Escrow Cash or the Indemnity Escrow Shares, as applicable, in the Indemnity Escrow Account pursuant to the Escrow Agreement.

  • The Indemnity Escrow Cash shall be invested from time to time by the Indemnity Escrow Agent as provided in the Indemnity Escrow Agreement.

  • At Closing, in addition to the deposit of the Indemnity Escrow Cash, 10% of the Stock Consideration and 10% of the Warrant Consideration shall be held in escrow ("Indemnity Escrow") for a period of one (1) year from the Closing Date as non-exclusive security for Stockholders' indemnity obligations set forth in this Agreement.

  • The Other Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in cash, subject to the terms and conditions of this Agreement (including Article VIII).

  • Any Losses recovered under this Article VIII from the Indemnity Escrow Shares and Indemnity Escrow Cash shall reduce the amount of Indemnity Escrow Shares and Indemnity Escrow Cash in the same proportion as Indemnity Escrow Shares and Indemnity Escrow Cash were withheld from the Company Indemnitors at the Closing (as set forth on the Allocation Schedule).

  • Within 15 days after the designation of the third arbitrator, the arbitrators and the Parties shall meet at which time each Party shall be required to set forth in writing the issues which need to be resolved and a proposed ruling on each such issue.

  • For purposes of the Shareholders’ Representative, the respective interests of the Shareholders are set forth on EXHIBIT A hereto, and, as to each Shareholder, the respective proportion of the Indemnity Escrow Cash Amount and Indemnity Escrow Shares for such Shareholder are set forth in EXHIBIT A hereto.

  • Any Losses recovered under this Article VIII from the Indemnity Escrow Cash shall reduce the amount of Indemnity Escrow Cash in the same proportion as Indemnity Escrow Cash was withheld from the Company Indemnitors at the Closing (as set forth on the Allocation Schedule).

  • Substantially concurrently with the payment of the Financial Advisor Contingent Fee (but subject to the next sentence), Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative to the Escrow Agent directing the Escrow Agent to transfer and release to Parent an aggregate amount of Other Indemnity Escrow Cash equal to the amount of the Financial Advisor Contingent Fee.


More Definitions of Indemnity Escrow Cash

Indemnity Escrow Cash means $1,400,000.
Sample 1
Indemnity Escrow Cash means the amount of any cash added to the Indemnity Escrow Fund in accordance with Section 1.7(b)(ii) following the determination of the Final Adjustment Amount.
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Indemnity Escrow Cash means an aggregate amount of cash equal to $35,000,000.
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Indemnity Escrow Cash has the meaning set forth in Section 6.2.
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Related to Indemnity Escrow Cash

  • 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 Cash is defined in Section 4.1(a).

  • 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.

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

  • 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.

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

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

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

  • 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.

  • 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.

  • 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.

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

  • Adjustment Escrow Amount means $1,000,000.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • 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.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Expense Fund has the meaning set forth in Section 9.14(f).

  • 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.

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