Escrow Indemnity Funds definition

Escrow Indemnity Funds shall have the meaning given to it in the Stockholders' Agreement.
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Escrow Indemnity Funds means shares of Acquiror Common Stock in an amount equal to quotient obtained by dividing (i) Four Million Dollars ($4,000,000) by (ii) the Determination Price."
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Escrow Indemnity Funds means shares of Acquiror Stock in an amount equal to the quotient obtained by dividing (a) Three Million Five Hundred Thousand Dollars ($3,500,000) by (b) the Determination Price.
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Examples of Escrow Indemnity Funds in a sentence

  • He had been born in the nearby parish of Christ Church, Newgate, and made an advantageous match to Martha Gomond, daughter of a local gentleman.

  • Given the FCC authority cited supra, the court is not persuaded by the Ohio PUC case.The court therefore rejects PRTC’s invitation to equate T-1 circuits with either exchange access services (see Docket No. 93, p.

  • Other than this Agreement, which shall be controlling in regards to the Escrow Indemnity Funds, the Escrow Agent shall not be bound in any way by any contract or agreement between other parties hereto, including the Merger Agreement and the Stockholders' Agreement, whether or not it has knowledge of any such contract or agreement or of its terms or conditions.

  • The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Indemnity Funds.

  • The Escrow Indemnity Funds shall be held by the Escrow Agent to secure the indemnification obligations to Acquiror under the Merger Agreement and shall be held and released in accordance with the provisions of this Agreement.

  • The Escrow Agent agrees to hold, disburse and invest the Escrow Indemnity Funds solely in accordance with the terms and conditions of this Agreement and for the uses and purposes stated herein.

  • If any Legal Action is instituted by a third party with respect to which Acquiror intends to claim any liability or expense as Loss and Expense under this Article, Acquiror shall promptly notify the Agent of such Legal Action, but the failure to so notify the Agent shall not affect Acquiror's ability to recover its Losses and Expenses from the Escrow Indemnity Funds under this Article, except to the extent such failure to notify prejudices the Agent's ability to defend against such Claim.

  • This Agreement shall be terminated upon the earliest to occur of (a) disbursement or release of all of the Escrow Indemnity Funds by the Escrow Agent as provided in this Agreement, or (b) the written mutual consent signed by each of the parties hereto.

  • All public information within proposals will then be available for responders to review, upon request.

  • Purchaser shall pay the Purchase Price (as adjusted), minus the Escrow Indemnity Funds, at the Closing by wire transfer of immediately available funds to a Doty Sundheim & Gilmore Trust Account, Sellers hereby acknowledge and xxxxx xxxx xxch xxxxxxx shall be deemed to be a payment of such Purchase Price by Purchaser to the Sellers, prorated among the Sellers as set forth in Schedule 2.2 attached to this Agreement.


More Definitions of Escrow Indemnity Funds

Escrow Indemnity Funds means the amount held in the Escrow Account attributable to the Escrow Indemnity Amount, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.
Sample 1
Escrow Indemnity Funds. 1.16. "Escrow Indemnity Period" 1.17. "Excluded Assets" 1.18. "Financial Statements" 1.19. "Fiscal Year" 1.20. "GAAP" 1.21. "Hazardous Material" 1.22. "Indemnified Claim" 1.23. "Indemnified Party" 1.24. "Indemnifying Party" 1.25. "Intangible Properties" 1.26. "Leases" 1.27. "Legal Requirement" 1.28. "Lien" 1.29. "Losses" 1.30. "Measured Current Assets" 1.31. "Measured Current Liabilities" 1.32. "Notice of Claim" 1.33. "Party" 1.34. "Permits" 1.35. "Permitted Encumbrances" 1.36. "Person" 1.37. "Plan" 1.38. "Properties" 1.39. "Purchase Price" 1.40. "Purchaser Indemnified Parties" (i)
Sample 1
Escrow Indemnity Funds means an amount equal to **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.**, to be withheld from the Purchase Price delivered to Sellers on the Closing Date, together with any interest and earnings which accrue thereon.
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Escrow Indemnity Funds shall have the meaning given to it in Section 8.2(a).
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Escrow Indemnity Funds is defined in Section 8.3.
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Related to Escrow Indemnity Funds

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

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

  • 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.

  • 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.

  • 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 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.

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

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • 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.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Escrow Items means those items that are described in Section 3.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

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

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

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

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

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

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

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