Indemnity Holdback Release Date definition

Indemnity Holdback Release Date means the twelve (12)-month anniversary of the Closing Date.
Sample 1Sample 2Sample 3
Indemnity Holdback Release Date has the meaning set forth in Section 7.6(a).
Sample 1
Indemnity Holdback Release Date means the later of (i) the date that is 18 months after the Closing Date or (ii) in the event the Extension Condition occurs, the date on which the Judgement Amount is fully satisfied in accordance with Section 2.3(d).
Sample 1

Examples of Indemnity Holdback Release Date in a sentence

  • Any portion of the Payment Fund that remains unclaimed by Stockholders for twelve (12) months after the Effective Time, and the applicable portion of any such unclaimed amounts in the Indemnity Holdback, the Adjustment Holdback Fund and the Seller Agent Expense Fund to which such Stockholder is entitled that remains unclaimed by Stockholder for two (2) years after the Transaction Indemnity Holdback Release Date (or the Tax Indemnity Holdback Release Date, as applicable), shall be delivered to Parent.

  • In the event that the Indemnity Holdback Amount is depleted prior to the Indemnity Holdback Release Date, no payment of any amount that would otherwise be released pursuant to this Section 8.08 shall be made, and no Stockholder shall have the right to any future release of the Indemnity Holdback Amount.

  • Any portion of the Indemnity Holdback held following the Indemnity Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Parent upon the resolution of such claims shall be released within five (5) Business Days following final resolution of such claims to the Company Stockholders, based on their Pro Rata Portions.


More Definitions of Indemnity Holdback Release Date

Indemnity Holdback Release Date shall have the meaning ascribed to such term in the Merger Agreement.
Sample 1

Related to Indemnity Holdback Release Date

  • Indemnity Escrow Amount means $5,000,000.

  • 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 has the meaning set forth in Section 1.5.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

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

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

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

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

  • Escrow Release Date has the meaning set forth in Section 9.6.

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

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

  • 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.

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

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

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.