Indemnity Escrowed Funds definition

Indemnity Escrowed Funds has the meaning specified in Section 2.17.
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Indemnity Escrowed Funds means the Indemnity Escrow Deposit, plus the amount of any interest, dividends and other income resulting from the investment of the Indemnity Escrow Deposit and earnings thereon and proceeds thereof.
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Indemnity Escrowed Funds has the meaning specified in Section 2.3(3).
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Examples of Indemnity Escrowed Funds in a sentence

  • 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.

  • 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).

  • 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.

  • 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.

  • The Escrow Agent hereby agrees to accept the Indemnity Escrowed Amount, and hold the Indemnity Escrowed Funds in escrow in a collateral account at the Escrow Agent (the "Indemnity Collateral Account") pursuant to the terms of this Agreement.

  • The Escrow Agent will promptly notify Seller and Buyer if any Person asserts any Lien against the Indemnity Collateral Account or any portion of the Indemnity Escrowed Funds.

  • Except as otherwise provided in Section 3.01 hereof, the Escrow Agent hereby agrees that the Indemnity Collateral Account and all Indemnity Escrowed Funds held hereunder shall be held for the account of Seller; provided that Seller and Buyer expressly agree that no portion of the Indemnity Collateral Account or the Indemnity Escrowed Funds shall be or become part of the bankruptcy estate of Seller in the event that Seller is or becomes the subject debtor of a bankruptcy proceeding.

  • 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.

  • The right to receive distributions from the Indemnity Escrowed Funds shall be the sole and exclusive source for indemnification payments to the Buyer Indemnified Parties from Seller in respect of any claim under this Article IX for which a claim must be validly asserted prior to the earlier of the twelve (12)-month anniversary of the Closing or December 30, 2011.

  • It is the intention of the Parties that the total amount of indemnification by Seller be limited to the sum of the Indemnity Escrowed Funds and the Personal Guaranty Cap during the first year after the Closing Date, that the total amount of the indemnification by Seller be limited to the Personal Guaranty Cap during the second year after the Closing Date, and that claims for indemnification against the Seller be limited to the Survival Period.


More Definitions of Indemnity Escrowed Funds

Indemnity Escrowed Funds has the meaning ascribed to such term in the Recitals.
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Indemnity Escrowed Funds means the Indemnity Escrowed Amount plus all interest accrued thereon as provided in Section 2.02 hereof minus the sum of (i) any Indemnity Amounts paid to Buyer Indemnitees pursuant to Section 4.01 or 4.02(b) hereof, (ii) any Indemnity Stepdown Payments paid to Seller pursuant to Secton 4.02 (a) hereof, (iii) Indemnity Accounting Fees, and (iv) any amounts distributed to Seller pursuant to Section 4.03 or 4.04 hereof, all of which shall be held by the Escrow Agent in the Indemnity Collateral Account (as defined herein).
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Indemnity Escrowed Funds has the meaning set forth on Schedule 7.16(a) of the Company Disclosure Letter.
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Related to Indemnity Escrowed Funds

  • 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.

  • 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 Cash is defined in Section 4.1(a).

  • 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.

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

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

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

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

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

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • 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.

  • 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.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • 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.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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

  • Escrowed Payment means an aggregate cash payment of up to $250,000;

  • 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.

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

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC