Special Indemnity Escrow Amount definition
Examples of Special Indemnity Escrow Amount in a sentence
As of the Closing, Buyer shall deliver the General Indemnity Escrow Amount and the Special Indemnity Escrow Amount (together with interest accrued thereon from time to time, the “Escrow Funds”) to Compass Bank, a state-chartered Federal Reserve System member bank organized under the Laws and Regulations of the State of Alabama, as escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent and approved by 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 Indemnity Escrow Amount and Special Indemnity Escrow Amount shall constitute security solely for the indemnification obligations of such Effective Time Holders pursuant to ARTICLE VIII, and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement.
Upon the resolution of all such unresolved claims, the remaining Indemnity Escrow Amount (excluding the Special Indemnity Escrow Amount), if any, will be paid, and the Buyer shall cause the Escrow Agent to pay such amount, to the Sellers’ Representative (for the benefit of the Sellers) by Wire Transfer to an account designated by the Sellers’ Representative.
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.