Warranty Escrow Amount definition

Warranty Escrow Amount shall have the meaning set forth in Section 9.4, and unless otherwise specifically agreed to in writing by the Parties prior to the Closing, shall not equal or exceed the Substantiated Claim Amount.
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Warranty Escrow Amount has the meaning set forth in Section 2.5(c).
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Warranty Escrow Amount has the meaning set forth in Clause 0;
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Examples of Warranty Escrow Amount in a sentence

  • At the Closing, the Purchaser shall pay the Preliminary Purchase Price in NOK, less the Escrow Amount, and less any Warranty Escrow Amount (if applicable), by electronic transfer in immediately available funds to the Sellers, in the proportions set out in Exhibit B, to the accounts designated by the Sellers no later than five (5) Business Days prior to the Closing Date.

  • Gasparini, 972 So 2d at 1055.First, there is no allegation or evidence that Cuzco or Mejia had a fraudulent or improper purpose at the time the parties executed the Contract for Sale and Purchase of Business; thus, there is no evidence that Experience was misled into contracting with Cuzco.

  • For the avoidance of doubt, any monetary relief to the Purchaser following final settlement of such disputed claims shall be limited to the Warranty Escrow Amount and be paid out of the Warranty Escrow Account.

  • Notwithstanding anything in this Agreement to the contrary, subject to Article 9.5.4, the overall liability of the Sellers, meaning the maximum indemnification payment by the Sellers under this Agreement, in particular for misrepresentations or breaches of warranties, shall not exceed the Warranty Escrow Amount (whether before or after the payment of the Warranty Escrow Amount into the Warranty Escrow Account).

  • Notwithstanding the fact that the Warranty Escrow Amount shall be held in the Escrow Account, the Sellers' responsibility for their obligations under this Agreement shall not be limited to the Warranty Escrow Amount, it being understood that the Warranty Escrow Amount represents security toward Sellers' obligations but shall not be deemed as a limitation thereon.

  • In determining or making any allocation or distribution of the Warranty Escrow Amount, the Purchaser and the Seller Representative shall jointly provide written instructions signed by each of the Purchaser and the Seller Representative relating to the distribution of any amounts remaining in the Warranty Escrow Account.

  • Irrespective of the above schedule, the Warranty Escrow Amount for taxes shall, at any time after 24 months from the Closing Date, be reduced to CHF 5 million (five million Swiss Francs) if and promptly after the Companies have obtained final assessments (DEFINITIVE VERANLAGUNGEN) for all direct taxes (including, without limitation, taxes on earnings) in Germany, Switzerland and The Netherlands for all periods up to Closing Date.

  • Following such delivery of funds, such Minority Seller’s Shareholder Warranty Escrow Amount shall be deemed to equal such Minority Seller’s Projected Claim Amount as of such date.

  • The Warranty Escrow Agent shall hold and safeguard the Warranty Escrow Account during the Warranty Escrow Period, shall treat such Warranty Escrow Account as an Warranty Escrow Account in accordance with the terms of this Warranty Escrow Agreement and shall hold and dispose of the Warranty Escrow Amount only in accordance with the terms hereof.

  • The Warranty Escrow Amount shall be deposited into an interest bearing account and any interest earned thereon shall be added to the Warranty Escrow Fund and available to cover Losses of Parent and its affiliates hereunder or to be paid to the Shareholders or Consideration Escrow Agent, as the case may be.


More Definitions of Warranty Escrow Amount

Warranty Escrow Amount is as defined in Clause 3.1.5 (Consideration) “Warranty Escrow Release Date”: means the date which is the first anniversary of the Completion Date “WHT Claim”: a claim, assessment, notice, demand or other document issued or action taken by and on behalf of a HMRC from which it appears that the Company (or relevant Group Company) may be liable or is sought to be made liable to make a payment to HMRC for the non-payment of withholding tax in respect of interest payments made by the Company under the Finance Documents between October 2012 and December 2013 “WHT Escrow Account”: the interest-bearing account named the ‘Project Hekla WHT Escrow Account’ to be opened by the Escrow Agent and to be operated in accordance with this agreement and the relevant Escrow Account Letter “WHT Escrow Amount”: is as defined in Clause 3.1.3 (Consideration) “WHT Escrow Balance”: means the amount standing to the credit of the WHT Escrow Account from time to time EXHIBIT 10.22 Execution Copy “WHT Escrow Release Date”: means (a) where a WHT Claim has not arisen, 1 January 2020; or (b) where a WHT Claim has arisen prior 1 January 2020, 10 Business Days following the date on which the WHT Claim has been Finally Determined “WHT Liability”: means any amount which it has been Finally Determined the Company is legally obliged to pay to HMRC in connection with a WHT Claim.
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Warranty Escrow Amount is as defined in Clause 3.1.5 (Consideration)
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Related to Warranty Escrow Amount

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

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

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

  • 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.

  • 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.

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

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

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

  • 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.

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

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

  • 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 Deposit has the meaning set forth in Section 2.1.

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

  • 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.

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

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

  • 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.

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

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

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • 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”.