Indemnity Escrowed Funds definition
Examples of Indemnity Escrowed Funds in a sentence
Promptly following the final determination in accordance with this Article XI of any claim for indemnification made by any Purchaser Group Member, upon request by Purchaser, Sellers shall execute and deliver a certificate requesting the Indemnity Escrow Agent to deliver by wire transfer to an account designated by Purchaser immediately available funds in the amount of such claim as finally determined in accordance with this Article XI (not to exceed the Indemnity Escrowed Funds).
If at any time after the Termination Date the amount of the Indemnity Escrowed Funds then held by the Indemnity Escrow Agent exceeds the sum of any amounts subject to the Outstanding Claims, ResCap and Purchaser shall execute and deliver a certificate requesting the Indemnity Escrow Agent to deliver such excess amount to Sellers by wire transfer to one or more accounts designated by ResCap.
If at any time after the Termination Date the amount of the Indemnity Escrowed Funds then held by the Indemnity Escrow Agent exceeds the sum of any amounts subject to the Outstanding Claims, the Vendors’ Representative and Stericycle shall execute and deliver a certificate requesting the Indemnity Escrow Agent to deliver such excess amount to Vendors by wire transfer to one or more accounts designated by the Vendors’ Representative.
In the case of Damages to be paid out of the Indemnity Escrowed Funds, the Stockholder’s Representative shall give instructions to the Escrow Agent to pay such amount from the Indemnity Escrowed Funds in accordance with the terms of the Escrow Agreement.
Notwithstanding anything contained herein to the contrary, once the Indemnity Escrowed Funds have been released to Seller pursuant to Section 2.3, the Cap shall be limited to the Personal Guaranty Cap.
In the event that the Stockholders’ Representative does not dispute a claim for indemnification hereunder or any Non-Dissenting Stockholder shall have an indemnification obligation for Damages to Parent or any other Indemnified Party, Parent shall have the right (but not the obligation), following prior written notice delivered by Parent to the Stockholders’ Representative, to offset the amount of the Damages against any portion of the Indemnity Escrowed Funds in accordance with the Escrow Agreement.
If the Remaining Indemnity Amount is zero, this Article IV shall terminate and all remaining Indemnity Escrowed Funds shall be paid to Seller.
No Buyer Direction submitted pursuant to the preceding sentence will be valid if received by the Escrow Agent after the Escrow Termination Date; provided, however, pursuant to Section 11.05(b)(ii) of the Merger Agreement, the Escrow Agent shall retain a portion of the Indemnity Escrowed Funds that represents the Good Faith Damages Estimate (as defined in the Merger Agreement) and the Escrow Agent shall accept any Buyer Direction relating to such amounts after the Escrow Termination Date.
As promptly as practicable following the determination of the Remaining Indemnity Amount, the excess, if any, of the Indemnity Escrowed Funds over the Remaining Indemnity Amount shall be distributed to Seller.
Notwithstanding anything contained herein to the contrary, a Buyer Indemnified Party must first make a claim for indemnification against the Indemnity Escrowed Funds before seeking indemnification under the Guaranty Agreement.