Special Indemnification Escrow Fund definition

Special Indemnification Escrow Fund means the Special Indemnification Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.

Special Indemnification Escrow Fund has the meaning set forth in Section 2.06(a)(ii).

Special Indemnification Escrow Fund means the Special Indemnification Escrow Amount placed in escrow with the Escrow Agent pursuant to Section 2.11 (plus any interest paid on such Special Indemnification Escrow Amount in accordance with the Escrow Agreement).

Examples of Special Indemnification Escrow Fund in a sentence

• The funds remaining in the Special Indemnification Escrow Fund following the Special Claims Expiration Date shall remain in the Special Indemnification Escrow Fund until all such claims for Indemnifiable Losses have been resolved or satisfied, whereupon, any remaining portion of the Special Indemnification Escrow Fund shall be released in accordance with the Escrow Agreement.

• The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute any cash then NAI-1503806643v11 remaining in the Regular Indemnification Escrow Fund or the Special Indemnification Escrow Fund, as applicable, in accordance with the terms thereof.

• Buyers shall make a claim against the R&W Insurance Policy in respect of any indemnifiable Losses to which the Buyers are entitled to recovery under such R&W Insurance Policy prior to seeking recovery from the Indemnification Escrow Fund or the Special Indemnification Escrow Fund pursuant to the terms of Article VIII.

• This clause (d) shall in no way limit the Parent Indemnified Parties entitlement to any recovery under the Special Indemnification Escrow Fund.

• Except in the case of intentional common law fraud, any Losses payable to a Purchaser Indemnitee pursuant to Section 8.02(g) shall be satisfied solely from the Special Indemnification Escrow Fund.

• Parent acknowledges that the liability of the Contributing Equityholders under this Agreement is several and not joint (except with respect to amounts in the Indemnity Escrow Fund, Special Indemnification Escrow Fund and Purchase Price Adjustment Escrow Fund).

• If the aggregate amount of such settlement (together with attendant costs and expenses) is less than $874,000, then (i) Parent shall promptly deposit into the Special Indemnification Escrow Fund an amount equal to (X) $874,000 less (Y) the aggregate amount of such settlement and attendant costs and expenses (the “Additional Released Amount”) and (ii) the Additional Released Amount shall also be released from the Special Indemnification Escrow Fund in accordance with the Escrow Agreement.

More Definitions of Special Indemnification Escrow Fund

Special Indemnification Escrow Fund shall have the meaning assigned to it in Section 1.6(e)(iii).