Specific Indemnity Escrow Amount definition

Specific Indemnity Escrow Amount means an amount determined pursuant to Schedule A-2.
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Specific Indemnity Escrow Amount means $3,000,000.
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Specific Indemnity Escrow Amount means $12,500,000.
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Examples of Specific Indemnity Escrow Amount in a sentence

  • At the Closing, Purchaser will deposit, or cause to be deposited, with the Escrow Agent by wire transfer an amount of cash, by delivery of immediately available funds, equal to the sum of (i) the Adjustment Escrow Amount, (ii) the Indemnity Escrow Amount, (iii) the Specific Indemnity Escrow Amount and (iv) the Escrow Agent Fee (if any) (together, the “Escrow Closing Amount”) to one or more bank accounts designated in writing by the Escrow Agent pursuant to the Escrow Agreement.

  • Finally, any Damages incurred as a result of the Tax Specific Indemnity Events shall be initially satisfied out of the portion of the Tax Specific Indemnity Escrow Amount then held in escrow pursuant to the terms set forth in Clause 2.4.(ii).

  • This optimal frequency corresponds to one cycleper 27 meters of dis ance traveled as seen in Figure 5.

  • Variance in the demand and supply of the product in various areas.

  • If the Adjustment Escrow Fund is insufficient to cover the entire amount of the Deficiency, such shortfall shall be satisfied (i) first, from the Specific Indemnity Escrow Amount, (ii) second, from the then available proceeds of the Sellers’ Representative Expense Amount, (iii) third, from the Seller and (iv) fourth, from the Beneficial Owners, severally and not jointly, in accordance with their pro rata share as set forth on Annex A.

  • As an exception to this, Damages arising from the Tax Specific Indemnity Events can be paid only from the Tax Specific Indemnity Escrow Amount.

  • From time to time, the Escrow Agent may receive written instructions from Purchaser and Seller regarding the disposition of all or a portion of the Specific Indemnity Escrow Amount.


More Definitions of Specific Indemnity Escrow Amount

Specific Indemnity Escrow Amount has the meaning set forth in Section 12.3(b)(i).
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Specific Indemnity Escrow Amount means an amount equal to one million five hundred thousand dollars ($1,500,000). “Specific Indemnity Escrow Fund” shall mean the Specific Indemnity Escrow Amount deposited with the Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow and Paying Agent Agreement, including any remaining interest or other amounts earned thereon. “Specific Indemnity Matters” shall have the meaning set forth in Section 8.3(h). “Straddle Period” shall mean a taxable period that begins on or before and ends after the Closing Date. “Success Bonuses” shall have the meaning as set forth in Section 6.10(d). “Target Companies” shall have the meaning set forth in the Preamble of this Agreement. “Tax” or “Taxes” shall mean (a) any and all taxes, charges, duties, fees, levies, or other fees or assessments, in each cash imposed by a Governmental Body in the nature of a tax, including income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever and including any interest, penalty, or addition with respect thereto, whether disputed or not, (b) any Liability under any state abandonment or unclaimed property, escheat or similar Law and (c) any Liability for the payment of any amounts of the type described in clauses (a) or (b) that arises by reason of a contract, assumption, transferee or
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Specific Indemnity Escrow Amount means an amount equal to One Million Five Hundred Thousand dollars ($1,500,000).
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Specific Indemnity Escrow Amount means an amount equal to $1,000,000.
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Related to Specific Indemnity Escrow Amount

  • Indemnity Escrow Amount means $3,000,000.

  • 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.

  • 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).

  • 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 Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

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

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

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

  • 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.

  • 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.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

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

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

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • 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.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

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

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Working Capital Escrow Amount means $2,000,000.

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

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

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.