Applicable State Taxes definition
Examples of Applicable State Taxes in a sentence
At Closing Parent shall deposit the Adjustment Escrow Amount, the Applicable State Taxes Escrow Amount, and the Indemnification Escrow Amount in an escrow account with the Escrow Agent (the “Escrow Account”), which amounts shall not become payable as of the Closing Date but shall instead be paid in accordance with, and subject to the provisions of, Article VII hereof and the Escrow Agreement.
The Adjustment Escrow Amount shall be held in escrow and shall be available to satisfy (and only to satisfy) any adjustment to the Purchase Price in favor of Parent pursuant to Section 2.7. The Applicable State Taxes Escrow Amount shall be held in escrow and shall be available to satisfy (and only to satisfy) the indemnification obligations described in Item 1 of Schedule 7.2(a)(vii).
Notwithstanding the preceding sentence, the Indemnification Escrow Amount shall not be available to indemnify, defend and hold harmless the Parent Indemnified Parties from and against any and all Losses in respect of which such Parent Indemnified Parties may be indemnified, defended or held harmless under Item 1 of Schedule 7.2(a)(vii) until the entire Applicable State Taxes Escrow Amount has been paid to the Parent Indemnified Parties.