Initial Indemnity Release Amount definition

Initial Indemnity Release Amount shall have the meaning set forth in Section 7.08.
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Initial Indemnity Release Amount means an amount equal to (A) the then-remaining Indemnification Escrow Amount, less (B) any portion of the Indemnification Escrow Amount subject to a claim for indemnification pursuant to a claim notice given by a Buyer Indemnified Party that has been submitted on or prior to the General Survival Date (each, an “Outstanding Claim”), which portion shall continue to be retained until final settlement between the Buyer Indemnified Party and the Seller or final non-appealable resolution of all such Outstanding Claims (and thereafter released in accordance with the terms of such settlement or resolution).
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Initial Indemnity Release Amount has the meaning set forth in Section 11.4(b).
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Examples of Initial Indemnity Release Amount in a sentence

  • Within five (5) Business Days following the General Survival Date, the Buyer and the Seller shall jointly direct the Escrow Agent to pay to the Seller the Initial Indemnity Release Amount.


More Definitions of Initial Indemnity Release Amount

Initial Indemnity Release Amount means an amount equal to (1) the then remaining Indemnity Escrow Amount, less (2) any portion of the Indemnity Escrow Amount subject to a claim for indemnification pursuant to a claim notice given by a Parent Indemnified Party prior to the relevant release date (each, an “Outstanding Claim”), which portion shall continue to be retained until final settlement between the Parent Indemnified Party and the Seller Representative or final non-appealable resolution of all such Outstanding Claims (and thereafter released in accordance with the terms of such settlement or resolution).
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Initial Indemnity Release Amount means an amount equal to (a) the then-remaining Indemnification Escrow Funds, less (b) any portion of the Indemnification Escrow Funds subject to a claim for indemnification pursuant to a Claim Notice given by a Purchaser Indemnified Party that has been submitted on or prior to the General Survival Date (each, an “Outstanding Claim”), which portion shall continue to be retained until final settlement between the Purchaser Indemnified Party and the Sellers’ Representative or final non-appealable resolution of all such Outstanding Claims (or until any such portion of such amounts is determined pursuant to Section 10.5). As soon as all such claims for indemnification have been resolved or any such portion of such amounts is determined pursuant to Section 10.5 to be no longer necessary to satisfy such claims for indemnification, the Escrow Agent shall deliver the remaining portion of such undistributed amount, if any, to be released in accordance with such settlement or resolution or not required to satisfy such claims for indemnification (“Resolved Amount”) to (x) each Seller such Seller’s Pro Rata Percentage of an amount equal to the Resolved Amount less the Transaction Bonus Portion of such Resolved Amount and (y) the Company the Transaction Bonus Portion of such Resolved Amount for further distribution in accordance with the applicable Honored Agreements pursuant to Section 7.7(h) (provided, however, that notwithstanding anything herein to the contrary, any portion of such Resolved Amount (including any Transaction Bonus Portion of such Resolved Amount) for which compensatory Tax withholding is required by Law shall be paid via an applicable payroll system). ​ ​
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Related to Initial Indemnity Release Amount

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

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

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

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

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

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

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

  • Release Price As defined in Section 4.5(a).

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

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

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • 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.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

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

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • Termination Fee has the meaning set forth in Section 7.02(a).

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)