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 an amount equal to One Million Five Hundred Thousand dollars ($1,500,000).

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

Examples of Specific Indemnity Escrow Amount in a sentence

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.
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.
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.
As an exception to this, Damages arising from the Tax Specific Indemnity Events can be paid only from the Tax Specific Indemnity Escrow Amount.
Once the entire balance of the Specific Indemnity Escrow Amount has been distributed, it shall be terminated.
If Buyer elects to withdraw funds from the Specific Indemnity Escrow Amount, Seller will, within three (3) Business Days after written notice of such election, deliver to the Agent, by wire transfer of immediately available funds, the amount withdrawn by the Agent and paid to Buyer in accordance with the provisions of this Section 2.6(d).
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).

More Definitions of Specific Indemnity Escrow Amount

Specific Indemnity Escrow Amount means an amount equal to $1,000,000.

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

Specific Indemnity Escrow Amount means $12,500,000.

Specific Indemnity Escrow Amount has the meaning set forth in Section 12.3(b)(i).