Indemnity Holdback Escrow Account definition

Indemnity Holdback Escrow Account means the escrow account in which the Escrow Agent holds the Indemnity Holdback Amount pursuant to the Escrow Agreement.

Indemnity Holdback Escrow Account means the escrow account established by the Indemnity Holdback Escrow Agreement.

Examples of Indemnity Holdback Escrow Account in a sentence

• The Indemnity Holdback Escrow Account shall be governed by the provisions of this Section ‎8.5 and an escrow agreement that Purchaser and Seller shall execute and deliver at Closing to the Escrow Agent (with each Party negotiating reasonably, in good faith and without undue delay) and which shall be in customary form and contain terms and provisions consistent with this Section 8.5 (the “Indemnity Holdback Escrow Agreement”).

• Notwithstanding anything herein to the contrary, if the amount of the then-applicable First Holdback Release Amount, as calculated as of the First Holdback Release Date, is less than $0.00, then no amounts will be released from the Indemnity Holdback Escrow Account on the First Holdback Release Date.

• The Escrow Agent shall retain the Retained Amount in the Indemnity Holdback Escrow Account or Special Indemnity Escrow Holdback Account, as applicable, until such time as any pending indemnity claims are released in accordance with this ARTICLE VII, and thereafter, the Buyer and Shareholder Representative shall promptly instruct the Escrow Agent to release the applicable portion of the Retained Amount to the Buyer or Shareholder Representative, as the case may be.

• The Escrow Agent shall retain the Retained Amount in the Indemnity Holdback Escrow Account until such time as any pending Buyer Claims are resolved in accordance with this Article VII, and thereafter, the Buyer and Member Representative shall promptly jointly instruct the Escrow Agent to release the applicable portion of the Retained Amount to the Buyer or Member Representative, as the case may be.

• Upon final resolution or determination of all Disputed Claims by the Parties or in accordance with Section 12.7, as applicable, Purchaser and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Purchaser from the Indemnity Holdback Escrow Account an amount equal to the amount so finally determined to be owed to Purchaser (if any), and all other amounts remaining in the Indemnity Holdback Escrow Account in respect of such Disputed Claim shall be disbursed to Seller.

• The Indemnity Holdback Escrow Account shall be governed by the provisions of this Section 8.5 and the Deposit Escrow Agreement.