Examples of Indemnity Escrow Deposit in a sentence
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In no event shall the Securityholders be required to indemnify the Buyer Indemnified Parties in respect of aggregate Losses for which indemnity is claimed under Section 10.02(d) in excess of the then-remaining portion of the Specific Indemnity Escrow Deposit Amount and, if available, the then-remaining portion of the Indemnification Escrow Deposit Amount (the “Specific Indemnity Cap”).
The Escrow Agreement will provide, among other things, that, on the first anniversary of the Closing Date, Sellers (through delivery to the Trust) will be entitled to receive 50% of the Indemnity Escrow Deposit, less amounts that may be necessary to satisfy any pending claims and, on the second anniversary of the Closing Date, Sellers (through delivery to the Trust) will be entitled to the balance of the Indemnity Escrow Deposit, less amounts that may be necessary to satisfy any pending claims.
To the extent the Indemnity Escrow Deposit is insufficient to cover such Damages, then the Buyer Indemnified Parties may recover such excess Damages from each Seller, on a several in respect of its Pro Rata Share and not joint liability basis, subject to (for the avoidance of doubt) the limitations on indemnification obligations contained in this Agreement.
Except as provided in Section 5 hereof, the Escrow Agent shall not make any distribution of the Indemnity Escrow Deposit with respect to any Claim made by the Buyers hereunder until: (a) it receives the written consent or agreement from the Sellers with respect to such distribution; or (b) there is a Final Decision with respect to a Disputed Claim.