Indemnification Escrow Amount. “Indemnification Escrow Amount” has the meaning set forth in Section 1.3(b).
Indemnification Escrow Amount. The portion of the Closing Purchase Price otherwise payable to Seller at Closing shall be reduced by an amount equal to sixteen million eight hundred seventy five thousand dollars ($16,875,000) (the “Indemnification Escrow Amount”), to be deposited by Buyer into an escrow account (the “Indemnification Escrow Account”), which will be established pursuant to the Escrow Agreement, as security for Seller’s obligations pursuant to Section 2.04(d), Article X and Article XIII. The Indemnification Escrow Amount, together with income earned thereon as provided in the Escrow Agreement net of any applicable Taxes (the “Indemnification Escrowed Funds”) will be used to satisfy Seller’s Liabilities, if any, arising under this Agreement, and will be paid to Seller, on the one hand, or Buyer, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Indemnification Escrow Amount. The portion of the Purchase Price otherwise payable to Dxxxxxx Xxxxxx, a Seller, at Closing shall be reduced by an amount equal to $23,240 (the “Indemnification Escrow Amount”), to be transferred by the Escrow Agent to a trust account held by Sellers’ Representative for the benefit of Mx. Xxxxxx and will be used to satisfy the Sellers’ liabilities, if any, arising under Section 8.2(b), and will be paid to Mx. Xxxxxx, on the one hand, or the Purchaser, on the other hand, in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
Indemnification Escrow Amount. If any Buyer Indemnitee is entitled to indemnification in accordance with this Article 9, such indemnification shall be satisfied (a) first, from the Indemnification Escrow Amount, and (b), thereafter, from the Seller Parties. After the eighteenth (18th) month anniversary of the Closing Date, Buyer and Seller shall instruct the Escrow Agent to, pursuant to the Escrow Agreement, release any then remaining Indemnification Escrow Amount, less the aggregate amount of claims timely made by Buyer Indemnitees pursuant to Article 9 that remain pending on such date, to an account designated in writing by Seller.
Indemnification Escrow Amount. To secure a portion of the indemnification obligations of the Equityholders set forth in Section 6.3 hereof, at the Closing, (a) Parent, the Stockholders’ Representative and the Escrow Agent will execute the Escrow Agreement, and (b) Parent will cause to be deposited with the Escrow Agent the Indemnification Escrow Amount. The Indemnification Escrow Amount will be held by the Escrow Agent in accordance with the terms and conditions set forth in the Escrow Agreement.
Indemnification Escrow Amount. In the event any Parent Indemnified Person is entitled to receive any amount from Shareholders under this Agreement, including any indemnification payment under this Agreement, the such Parent Indemnified Person’s sole and exclusive remedy shall be to seek recovery from the Indemnification Escrow Amount for such amounts.
Indemnification Escrow Amount. At the Closing, the Buyer shall deposit with the Escrow Agent an amount in cash equal to the Indemnification Escrow Amount, as collateral for the indemnification obligations of the Sellers pursuant to Article IX of this Agreement. The portion of the Indemnification Escrow Amount allocable to each Seller shall be determined by multiplying the Indemnification Escrow Amount by the applicable Fraction. The Buyer shall pay all costs and fees of the Escrow Agent in connection with the Escrow Agreement and the administration of the Indemnification Escrow Amount.
Indemnification Escrow Amount. 1.09(b) Indemnitee ............................................... 10.10 Indemnitor ............................................... 10.10
Indemnification Escrow Amount. (a) The Indemnification Escrow Amount shall be available to satisfy any Losses for which indemnification is provided by the Sellers in accordance with and subject to the terms and conditions of Article XI.
Indemnification Escrow Amount. Parent shall have deposited the Indemnification Escrow Amount (consisting of cash and shares of Parent Common Stock as contemplated by this Agreement) with the Indemnification Escrow Agent.
