Initial Indemnification Escrow Amount definition

Initial Indemnification Escrow Amount is defined in Section 1.6(a).
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Initial Indemnification Escrow Amount means $27,600,000.
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Initial Indemnification Escrow Amount means $9,380,000.
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Examples of Initial Indemnification Escrow Amount in a sentence

  • At the Closing, pursuant to the Escrow Agreement, Parent shall pay or cause to be paid to the Escrow Agent, by wire transfer of immediately available funds to the applicable account set forth in the Escrow Agreement, the Initial Indemnification Escrow Amount to be held in the Indemnification Escrow Account.

  • Therefore, in periods of net loss, no portion of the loss is allocated to participating securities.

  • The release of the amounts in the Selling Parties’ Representative Escrow Account will occur within ten Business Days of the last release by the Escrow Agent to the Disbursing Agent of the balance of the Initial Indemnification Escrow Amount pursuant to the terms of this Agreement and of the Escrow Agreement.

  • To the extent that the actual expenses so incurred by Parent and the Surviving Corporation exceed the estimated amount of such expenses used in the calculation of the Estimated Tax Refund Amount, Parent shall be entitled to receive a refund of ninety percent (90%) of such excess, which amount shall be paid from the Initial Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement.

  • In the event that the Final Net Working Capital equals the Estimated Net Working Capital, no amount shall be deducted from, or added to, the Initial Indemnification Escrow Amount or otherwise paid to any party with respect thereto.

  • All persons appointed to the Committee must have sufficient professional expertise, knowledge and understanding to allow them to discharge their responsibilities.

  • In the event that the actual Tax Refund Receivable as determined by the applicable regulatory authorities is equal to the Tax Refund Receivable used in the calculation of the Estimated Tax Refund Amount or the final determination of the Tax Refund Receivable is made by the applicable regulatory authorities following the first anniversary of the Closing Date, no amount shall be deducted from, or added to, the Initial Indemnification Escrow Amount or otherwise paid to any party with respect thereto.

  • The Escrow Agent agrees to accept delivery of the Initial Indemnification Escrow Amount and the Additional Indemnification Escrow Amount and to hold such amounts in a separate escrow account (the “Indemnification Escrow Account”), subject to the terms and conditions of this Agreement.

  • The fees and costs of the Arbitrator, if one is required, shall be paid by the party who submitted the Net Working Capital amount which was farther away from the Final Net Working Capital calculated by the Arbitrator and, in the case of the Shareholders' Representative, shall be paid from the Initial Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement (as defined in Section 3.3).


More Definitions of Initial Indemnification Escrow Amount

Initial Indemnification Escrow Amount means $11,000,000 (as such amount may be supplemented in accordance with Sections 2.4(d) and 2.5(b)).
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Related to Initial Indemnification Escrow Amount

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

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

  • 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.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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

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

  • 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 Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • 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 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.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • 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.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

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

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.