Special Indemnity Escrow Account definition

Special Indemnity Escrow Account means a separate account, set up pursuant to the Escrow Agreement, where the Special Indemnity Escrow Funds are held for distribution by the Escrow Agent.
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Special Indemnity Escrow Account means the escrow account established by the Escrow Agent to hold the Special Indemnity Escrow Amount.
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Special Indemnity Escrow Account has the meaning set forth in Section 2.7(f)(i).
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Examples of Special Indemnity Escrow Account in a sentence

  • To the extent such pending claim or claims are resolved in favor of the Purchaser, the SI Pending Claim Reserve shall be paid to Purchaser pursuant to joint written instructions to the Escrow Agent or in accordance with a final, non-appealable order from a court of competent jurisdiction or arbitration award delivered to the Escrow Agent, as applicable, with any amount remaining in the Special Indemnity Escrow Account after such payment to be released to the LLC Seller.

  • The Special Indemnity Escrow Amount shall be deposited into the Special Indemnity Escrow Account in the form of the Special Indemnity Escrow Shares.

  • The Special Indemnity Escrow Amount will be held in the Special Indemnity Escrow Account until released in accordance with the terms and conditions provided in the Escrow Agreement and Schedule 8.02(e).

  • At the Closing, Buyer shall pay, or cause to be paid, (i) to the Adjustment Escrow Account, an amount equal to the Adjustment Escrow Amount; (ii) to the Regular Indemnity Escrow Account, an amount equal to the Regular Indemnity Escrow Amount, and (iii) to the Special Indemnity Escrow Account, an amount equal to the Special Indemnity Escrow Amount in each cash, for deposit in accordance with this Agreement and the Escrow Agreement.

  • At the Closing, the General Indemnity Escrow Amount shall be deposited into the General Indemnity Escrow Account and the Special Indemnity Escrow Amount shall be deposited into the Special Indemnity Escrow Account, in each case to be held and distributed by Citizens Bank, N.A. (the “Escrow Agent”) in accordance with the terms of this Agreement and the Escrow Agreement.

  • The SI Pending Claim Reserve shall remain in the Special Indemnity Escrow Account until the resolution of the applicable claim or claims to which such reserve relates.

  • The Special Indemnity Escrow Amount (Open Source) shall be deposited into the Special Indemnity Escrow Account (Open Source) in the form of the Special Indemnity Escrow Shares (Open Source).

  • For applicable Tax purposes, Purchaser shall be treated as the owner of the Special Indemnity Escrow Funds while such amount is held in the Special Indemnity Escrow Account.


More Definitions of Special Indemnity Escrow Account

Special Indemnity Escrow Account has the meaning set forth in the Escrow Agreement.
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Special Indemnity Escrow Account is defined in SECTION 8.6(a).
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Special Indemnity Escrow Account has the meaning set forth in Section 1.1(d).
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Special Indemnity Escrow Account has the meaning set forth in Section 3.4(d).
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Related to Special Indemnity Escrow Account

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • 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.

  • 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 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).

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

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

  • 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.

  • 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.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

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

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

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

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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

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

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

  • 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 interest or other amounts earned thereon.

  • 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.

  • Loss Proceeds Account has the meaning set forth in Section 3.3(a).