Examples of Indemnity Release Date in a sentence
On the Indemnity Release Date, the balance of the Indemnity Escrow Amount (less any amount subject to a Pending Claim) shall be released to the Sellers’ Representative (on behalf of Sellers) for further distribution to the Sellers in accordance with the portion of the Indemnity Escrow Account payable to the Sellers as set forth on Annex I.
The representations and warranties made by Acquirer herein shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto until the Indemnity Release Date.
Any Escrow Funds remaining in the Indemnity Account following the Indemnity Release Date shall only be released in accordance with the provisions of Section 5(a), and (b) any Escrow Funds remaining in the Working Capital Account following the Working Capital Release Date shall only be released in accordance with the provisions of Section 5(b).
Any portion of the Indemnity Fund not Released from Indemnity on the Indemnity Release Date shall, following the Indemnity Release Date with respect to pending but unresolved claims for indemnification that are not awarded to Acquirer upon the resolution of such claims, be Released from Indemnity to the Sellers following resolution of such claims.
Schleifer, “17 Countries, Home to One-Quarter of the World's Population, FaceExtremely High Water Stress”, World Resources Institute, 6 August 2019.
Effective as of the Indemnity Release Date, the Purchaser, for itself and on behalf of all of the Purchaser Releasing Parties, further agrees never to commence or participate as a party in any Action based upon the Tax Indemnity Released Matters.
Following the Indemnity Release Date, in the event that the Retained Indemnity Amount at any time exceeds the maximum amount (based on the most recent Indemnity Draw-Down Request for each Indemnity Outstanding Claim) of all Indemnity Outstanding Claims, the Escrow Agent shall deliver according to the Sellers’ instructions, within five (5) Business Days of the Sellers’ written request for such delivery, such amount equal to such excess.
The period (the “Claims Period”) during which claims may be made for Damages pursuant to clauses (i) and (ii) of Section 9.3(a) shall commence at the Closing and terminate at 11:59 p.m. Eastern Time on the Indemnity Release Date.
Any portion of the Indemnity Fund not Released from Indemnity to the Sellers pursuant to the prior sentence shall, following the Indemnity Release Date with respect to any pending but unresolved claims for indemnification that are not awarded to Acquirer upon the resolution of such claims, be Released from Indemnity to the Sellers.