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.
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Indemnity Holdback Escrow Account means the escrow account established by the Indemnity Holdback Escrow Agreement.
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Examples of Indemnity Holdback Escrow Account in a sentence

  • 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.

  • For the avoidance of doubt, but subject to the Indemnity Caps, any Indemnity Holdback Cash in the Indemnity Holdback Escrow Account shall be available as recourse of the Buyer Parties for any of the matters set forth on Schedule 10.1 regardless of the Indemnity Holdback Group to which such matter relates, and the “Estimated Potential Losses” specified on Schedule 10.1 for the matters described therein do not represent caps or limitations on indemnifiable Losses with respect thereto.

  • Claims, if any, shall only be satisfied with Indemnity Holdback Cash available in the Indemnity Holdback Escrow Account.

  • 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”).

  • For the avoidance of doubt, the Defect Escrow Account, Defect Escrow Amount and the Defect Escrow Agreement shall each be independent of and separate from each of (x) the Deposit Escrow Account established for the Deposit and the related Deposit Escrow Agreement and (y) the Indemnity Holdback Escrow Account established for the Indemnity Holdback Amount and the related Indemnity Holdback Escrow Agreement.

  • 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.

  • For the avoidance of doubt, the Defect Escrow Account and Defect Escrow Amount shall each be independent of and separate from the Deposit Escrow Account established for the Deposit (and, if Closing occurs, which is converted into the Indemnity Holdback Escrow Account for the Indemnity Holdback Amount in accordance with Section 8.5 herein).

  • 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.

  • In addition, there was a work session on potential policies concerning policies related to the Housing Needs Analysis.• The Commission will review one case in July: an appeal of a staff decision approved a Partition.• Staff approved two Fence Variances and is currently working on a Partition and an Administrative Review to construct a duplex.

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

Related to Indemnity Holdback Escrow Account

  • 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.

  • Indemnity Escrow Amount means $3,000,000.

  • 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 Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

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

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

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

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

  • 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.

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

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

  • Escrow Cash is defined in Section 4.1(a).

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

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • 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.

  • 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.

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

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Adjustment Escrow Amount means $1,000,000.

  • 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.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

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

  • Expense Fund has the meaning set forth in Section 9.14(f).

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

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

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.