Adjusted Indemnity Holdback Amount definition

Adjusted Indemnity Holdback Amount means the Indemnity Holdback Amount plus any interest accrued thereon pursuant to Section 2.12(b) minus any amounts, if any, (A) Parent has offset prior to the Indemnity Holdback Payment Date for any (i) Losses, if any, for which any Parent Indemnified Party is entitled (as consented to in writing by the Interest Holder Representative or pursuant to a Final Order, in each case in the amounts set forth therein) to indemnification or reimbursement in accordance with Article IX hereof, plus (ii) payments, if any, due from the Interest Holders in accordance with Sections 6.06, 6.07, 6.08 and 6.09 plus (iii) the amount of any Remaining Payment Obligations owed pursuant to Section 2.13(d)(iii), minus (B) representing Pending Claims minus (C) Parent previously paid to, or as directed by, the Interest Holder Representative, on behalf of the Interest Holders, pursuant to the terms of this Agreement.
Sample 1

Examples of Adjusted Indemnity Holdback Amount in a sentence

  • If the Adjusted Indemnity Holdback Amount is less than the Roll-Over Amount, the Roll-Over Amount shall be capped at the Adjusted Indemnity Holdback Amount.

  • To the extent any amounts required to be paid by the Interest Holders under this Article IX in respect of Exclusions exceed the Adjusted Indemnity Holdback Amount (including because the Indemnity Holdback Payment Date has occurred), then Parent shall be entitled to, in its sole discretion, (i) proceed directly against the Interest Holders for such excess amount or (ii) offset such amounts against any Earn-Out Payment payable to the Interest Holders.

Related to Adjusted Indemnity Holdback Amount

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

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

  • Holdback Amount has the meaning set forth in Section 2.06(a).

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

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • 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 Threshold has the meaning set forth in Section 11.5.

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

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • 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.

  • Common expense liability means the liability for common

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

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

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Indemnified Amount has the meaning set forth in Section 8.01.

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