Escrow Indemnification Agreement definition

Escrow Indemnification Agreement means that certain Escrow Indemnification Agreement, to be entered into on the Closing Date, by and among Acquiror, Seller and the Escrow Agent, substantially in the form attached hereto as Exhibit I.
Sample 1

Examples of Escrow Indemnification Agreement in a sentence

  • The Escrow Amount shall be subject to offset for Claims of the Acquiror Parties under this Article X, as well as for claims under the Payback Mechanism set forth in Section 6.10, as provided in the Escrow Indemnification Agreement.

  • In all such cases, the value of the Parent Common Stock to be so delivered shall be determined pursuant to the terms of the Escrow Indemnification Agreement.

  • Buyer and Seller shall enter into an Escrow Indemnification Agreement, by and among Buyer, Seller and the Escrow Agent named therein, substantially in the form of Exhibit K attached hereto.

  • C-1 D Escrow Indemnification Agreement....................................

  • The Seller Parties covenant and agree that subject to the occurrence of a Release Trigger (as defined in the Escrow Indemnification Agreement), the Acquiror Parties shall be entitled to recover from the Seller Parties, jointly and severally, damages equal to the amount by which the EBITDA of the Business during any year of the Earnout Period falls below Base EBITDA, up to a maximum aggregate liability of the Seller Parties of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Payback Mechanism").

  • The long-term performance of our properties is principally driven by rental revenue.

  • The Parties must promptly use their best endeavors and reasonable efforts to resolve any dispute, disagreement or material difference of opinion arising out of, in connection with, or relating to this Agreement.

  • Pursuant to the Escrow Indemnification Agreement, Acquiror shall deposit the shares of Parent's Common Stock representing the Escrow Amount with the Escrow Agent.

  • The Additional Holdback will be held by the Escrow Agent under the Escrow Indemnification Agreement.

  • At the Closing, each of the Acquiror Parties and the Seller Parties shall enter into the Escrow Indemnification Agreement with the Escrow Agent.

Related to Escrow Indemnification Agreement

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • 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.

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

  • Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

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

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

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

  • Termination Agreement has the meaning set forth in the Recitals.

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Noncompetition Agreement has the meaning stated in Section 2.1.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.