Representative Escrow Account definition
Examples of Representative Escrow Account in a sentence
The Equityholders’ Representative Escrow Account shall be available to indemnify and hold the Equityholders’ Representative harmless against any Liability or Damage incurred by the Equityholders’ Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, except to the extent that any such Liability or Damage is the proximate result of the gross negligence or bad faith of the Equityholders’ Representative.
The Equityholders’ Representative shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Equityholders’ Representative in connection with actions taken by the Equityholders’ Representative pursuant to the terms of Section 2.7, Article III, Article IX, Article X or the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) from the Equityholders’ Representative Escrow Account.
Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account.
Signing the Request to Evaluate Changes in an Existing Job and the indicates full agreement with the information contained in these documents.
For the avoidance of doubt, the Sellers’ Representative Escrow Account shall not serve as an escrow account for potential indemnification claims made by a Buyer Indemnitee.
As soon as reasonably determined by the Sellers’ Representative that the Sellers’ Representative Escrow Account is no longer required to be withheld, the Sellers’ Representative shall distribute the remaining Sellers’ Representative Escrow Account, if any, to each Seller in accordance with such Seller’s Pro Rata Allocation.
The Selling Parties’ Representative Escrow Account will be used, in accordance with the provisions of this Agreement and the Escrow Agreement, to fund the activities of the Selling Parties’ Representative under this Agreement and the Escrow Agreement.
Such Sellers’ Representative Expenses may be recovered first, from the Sellers’ Representative Escrow Account, and second, directly from the Sellers.
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.
The Sellers’ Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Sellers’ Representative Escrow Account other than as a result of its gross negligence or willful misconduct.