Maximum Escrow Amount definition

Maximum Escrow Amount shall have the meaning set forth in Section 13.04(a).
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Maximum Escrow Amount means:
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Maximum Escrow Amount means, at any time, such Stockholder's pro rata share of the Escrowed Shares, less any amounts previously deducted from such Stockholder's Maximum Escrow Amount in accordance with this Section 10.6. For purposes of satisfying a claim for Parent Indemnified Costs under this Section 10.6, the Escrowed Shares shall be valued at the Average Closing Price on the Effective Date. Subject to the provisions of Section 12.8, the parties hereto intend and agree that, notwithstanding anything to the contrary stated in any other paragraph of this Agreement, the Parent Indemnified Parties' sole recourse against the Stockholders for any claim with respect to a breach of this Agreement (other than a claim contemplated by Sections 8.13(l) or 8.13(m) hereof shall be governed by, and subject to the terms and provisions of, the Escrow Agreement.
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Examples of Maximum Escrow Amount in a sentence

  • Establishing an escrow account in the Escrow Amount (not exceeding the Maximum Escrow Amount), determined as described in subdivision (c) below.

  • Operating inside of the DAS requires the PEO or PM to guide their program along one of the pathways of the Adaptive Acquisition Framework (AAF) as seen in Figure Seven.

  • Notwithstanding anything to the contrary herein, any portion of the Earn-Out Amount payable to Seller, as determined in accordance with this Section 2.6, up the Maximum Escrow Amount, shall first be paid by Purchaser to the Escrow Agent by wire transfer in immediately available funds to such account as shall be designated by the Escrow Agent, for deposit into the Indemnity Escrow Account.


More Definitions of Maximum Escrow Amount

Maximum Escrow Amount means, at any time, an amount equal to such Selling Stockholder's Percentage Interest of the Holdback Amount (as reduced from time to time), less all amounts previously deducted from such Selling Stockholder's Maximum Escrow Amount.
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Maximum Escrow Amount means, at any time, such Atrium Indemnitor's pro rata share of the Atrium Escrowed Amount, less any amounts previously deducted from such Atrium Indemnitor's Maximum Escrow Amount in accordance with this Section 10.6(a). The parties hereto intend and agree that, notwithstanding anything to the contrary stated in any other paragraph of this Article X, the Buyer Indemnified Parties' sole recourse against the Atrium Indemnitors for indemnification hereunder (other than with respect to Unlimited Claims (as to which no such recourse limitation shall apply), and with respect to, Pre-Existing Fojtxxxx Xxxironmental Matters and Pre-Existing Fojtxxxx Xxxigation Matters (as to which the recourse limitations set forth in Section 10.6(c) shall apply)) shall be governed by, and subject to the terms and provisions of, the Atrium Indemnification Escrow Agreement, and that the maximum aggregate liability for the Atrium Indemnitors under this Article X (other than in respect of Unlimited Claims, as to which no such limit shall apply, and Pre-Existing Fojtxxxx Xxxironmental Claims, as to which the limit set forth in Section 10.6(c)(i) shall apply) shall in no event exceed the Atrium Escrowed Amount.
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Maximum Escrow Amount means, at any time, such Bishxx Xxxemnitor's pro rata share of the Bishxx Xxxrowed Amounts, less any amounts previously deducted from such Bishxx Xxxemnitor's Maximum Escrow Amount in accordance with this Section 10.6(b). The parties hereto intend and agree that, notwithstanding anything to the contrary stated in any other paragraph of this Article X, (i) the Buyer Indemnified Parties' sole recourse against the Bishxx Xxxemnitors for indemnification hereunder (other than with respect to Unlimited Claims, as to which no such recourse limitation shall apply) shall be governed by, and subject to the terms and provisions of, the Bishxx Xxxemnification Escrow Agreement, and that the maximum aggregate liability for the Bishxx Xxxemnitors under this Article X (other than in respect of Unlimited Claims, as to which no such limit shall apply) shall in no event exceed the Bishxx Xxxrowed Amount, and (ii) the respective rights of the Bishxx Xxxemnitors and the Bishxx Xxxemnitees under the Bishxx Xxxeements shall not be extended, limited, reduced or otherwise affected in any way by any provisions set forth in this Agreement, including, but not limited to, the provisions of this Article X; provided, that the Bishxx Xxxemnitors shall be liable to the Buyer Indemnified Parties and the Bishxx Xxxemnitees for no more than $3,000,000 in the aggregate for Indemnified Costs under this Agreement and Losses under the Bishxx Xxxeements, except for (x) Buyer Indemnified Costs arising from Unlimited Claims and claims contemplated in Section 11.18; and (y) Losses arising from Bishxx Xxxeements Unlimited
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Maximum Escrow Amount means an aggregate maximum amount of $ 1,500,000 for the entire Escrow Period. “Neutral Accountant” has the meaning set forth in Section 2.7(f).
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Maximum Escrow Amount means an aggregate maximum amount of $ 1,500,000 for the entire Escrow Period.
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Maximum Escrow Amount means, at any time, the Escrowed Shares, less any amounts previously deducted from the Maximum Escrow Amount in accordance with this Section 10.6. For purposes of satisfying a claim for Parent Indemnified Costs under this Section 10.6, the Escrowed Shares shall be valued at the Average Closing Price. Subject to the provisions of Section 12.8, the parties hereto intend and agree that, notwithstanding anything to the contrary stated in any other paragraph of this Agreement, the Parent Indemnified Parties' sole recourse against the Interest Holder for any claim with respect to a breach of this Agreement (other than a claim contemplated by Sections 8.13(l) or 8.13(m)) hereof shall be governed by, and subject to the terms and provisions of, the Escrow Agreement.
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Related to Maximum Escrow Amount

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

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

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

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • 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).

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

  • 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 remaining interest or other amounts earned thereon.

  • Working Capital Escrow Amount means $500,000.

  • 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.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

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

  • 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.

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

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

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

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

  • 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.

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

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

  • Cap Amount shall have the meaning set forth in Section 2.3.10.