Indemnity Escrow Deposit definition
Examples of Indemnity Escrow Deposit in a sentence
Upon settlement of all Disputed Claims outstanding as of the first anniversary of the Closing Date, this escrow shall thereupon terminate, and the remainder of the Indemnity Escrow Deposit held by the Escrow Agent after any payment due to the Buyers shall be paid by the Escrow Agent to the Sellers for the benefit of the Sellers, together with any interest and income earned on the funds so distributed, in accordance with such settlement, written notice of which shall be delivered to the Escrow Agent.
Promptly following final and conclusive resolution of any such claims, the Escrow Agent shall pay to the Buyer Indemnified Parties any amounts due to the Buyer Indemnified Parties under the Piedmont Companies’ indemnity set forth herein and shall disburse the remainder of the Indemnity Escrow Deposit, if any, and any accrued interest to Sellers.
Notwithstanding anything to the contrary in this Agreement or any other agreement, any Losses for which the Piedmont Companies are liable to the Buyer Indemnified Parties under Section 11.2 of this Agreement shall be first satisfied out of the Indemnity Escrow Deposit until exhausted.
Immediately upon the consummation of the Closing, and pursuant to the terms of the Indemnity Escrow Agreement, the Indemnity Escrow Deposit will be deposited with the Indemnity Escrow Agent to be held as collateral security for the Piedmont Companies’ obligations to indemnify the Buyer Indemnified Parties under this Article 11.
The Indemnity Escrow Deposit or any portion thereof that remains on deposit with the Escrow Agent as of the 12-month anniversary of the Closing Date shall be disbursed to Sellers in accordance with the Indemnity Escrow Agreement.