Tax Indemnity Escrow Amount definition

Tax Indemnity Escrow Amount means $100,000 (One Hundred Thousand U.S. Dollars).
Sample 1Sample 2
Tax Indemnity Escrow Amount means the dollar amount set forth against such term on Schedule 11.01-A.
Sample 1
Tax Indemnity Escrow Amount means an amount equal to $3,000,000, comprised of (i) an amount in cash equal to $1,500,000 or such amount greater than $1,500,000 as determined by the Purchaser in its sole discretion and set forth on the Allocation Statement, (such amount, the “Tax Indemnity Escrow Cash Amount”) and (ii) such number of shares of Class A Common Stock having an aggregate value (based on the 30-day volume-weighted average price per share as of the day prior to the date the Purchaser delivers the Allocation Statement pursuant to Section 3.01(a)) equal to the difference of (A) $3,000,000 minus (B) the Tax Indemnity Escrow Cash Amount (the “Tax Indemnity Escrow Stock Amount”).
Sample 1

Examples of Tax Indemnity Escrow Amount in a sentence

  • Dandiya Raas was celebrated on 5th October, 2019 which was followed by dinner.

  • Buyer’s Indemnified Parties shall be required to recover indemnifiable Losses pursuant to this Section 7.7: (a) first from the Limited Tax Indemnity Escrow Amount (up to the remaining balance of the Limited Tax Indemnity Escrow Amount while held pursuant to the Escrow Agreement); and(b) thereafter by proceeding directly against Futura Corp.

  • If such replacement occurs prior to the Closing, Sellers and Purchaser shall amend this Agreement to provide that the Special Tax Indemnity Escrow Amount (or portion thereof that has been replaced) is not deducted from the consideration to be paid to SOG pursuant to Section 2.2(a)(i), to delete (or modify) Section 2.2(a)(v) and to make all other appropriate amendments hereto.

  • In no event, shall any Indemnifying Party have any liability for Indemnified Sales Taxes other than with respect to amounts paid from the respective Sales Tax Indemnity Escrow Amount as specified herein.

  • The indemnification under this Section 7.7 shall survive until thirty(30) days after the expiration of the applicable statute of limitations (including extensions thereof), regardless of whether the Limited Tax Indemnity Escrow Amount has been reduced to zero (0) prior to such date.

  • The Escrow Agent will hold the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Tax Indemnity Escrow Amount, and all interest (if any) and other amounts earned thereon (if any) in escrow pursuant to the Escrow Agreement.

  • Buyer’s Indemnified Parties shall be required to recover indemnifiable Losses pursuant to this Section 7.7: (a) first from the Limited Tax Indemnity Escrow Amount (up to the remaining balance of the Limited Tax Indemnity Escrow Amount while held pursuant to the Escrow Agreement); and (b) thereafter by proceeding directly against Futura Corp.

  • Parent shall be treated as the owner of the Adjustment Escrow Account, the Indemnity Escrow Account and the Tax Indemnity Escrow Amount for income Tax purposes until such amounts are released.

  • If such replacement occurs after the Closing, Sellers and Purchaser shall execute a joint instruction to the Escrow Agent directing disbursement to Northland Fuel of the PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION Special Tax Indemnity Escrow Amount (or portion thereof that has been replaced), together with all interest accrued thereon.

  • A: What we have to do as we bring these organizations together, as we think about it, we lay out something for the Secretary to consider, is we have to show that bringing them together is better than having them apart.


More Definitions of Tax Indemnity Escrow Amount

Tax Indemnity Escrow Amount means an amount equal to $450,000 held by Purchaser in accordance with Appendix B.
Sample 1
Tax Indemnity Escrow Amount means $700,000. “Tax Indemnity Escrow Retained Amount” has the meaning set forth in Section 10.7(e). 5-18
Sample 1
Tax Indemnity Escrow Amount means $4,800,000.
Sample 1
Tax Indemnity Escrow Amount means an amount equal to $3,000,000, comprised of (i) an amount in cash equal to
Sample 1
Tax Indemnity Escrow Amount means an amount equal to $450,000 held by Purchaser in accordance with Appendix B. “Tax Proceeding” means any audit, examination, investigation or other proceedings with respect to Taxes imposed on or with
Sample 1
Tax Indemnity Escrow Amount means $425,000, as such amount decreases or increases after the Closing in accordance with the Escrow Agreement.
Sample 1

Related to Tax 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.

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • 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.

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

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

  • 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 Escrow Fund has the meaning set forth in Section 2.12(a).

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

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

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

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • 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.

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

  • 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.

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

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

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

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

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

  • 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.

  • Closing Payment has the meaning set forth in Section 2.2.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.