Examples of General Indemnity Escrow in a sentence
To the extent that any FAAC Indemnitees prevail in a Direct Claim (or the Members’ Representative concedes (on behalf of the Members), or otherwise does not timely respond to a Direct Claim Notice made by FAAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to FAAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Members, or the Members’ Representative.
The judge held that the purpose of the prohibition of breach of fiduciary obligation was to protect the company from becoming the victim of the wrongful exercise of power by officers of the company.
In the event that such adjustment is larger than the Working Capital Adjustment Escrow and the General Indemnity Escrow Funds, each Escrow Participant will pay to Parent such Escrow Participant’s Allocable Portion of such amount.
The aggregate liability of any Shareholder for all Purchaser Losses payable pursuant to Section 11.1(a)(i) or Section 11.1(a)(ii) shall be limited to any amount of the All-Cash Scenario Payment, the Equity Roll-Over Scenario Payment, the Downpayment, the Tax Escrow Amount or the General Indemnity Escrow Amount paid to such Shareholder or to the Shareholder Representative Committee on behalf of such Shareholder.
The release of the General Indemnity Escrow Amount to the Paying Agent for further distribution to the Escrow Participants, net of the amounts of claims for indemnification that have been noticed or filed under Article VIII, will occur in accordance with the applicable terms hereof in Section 1.8(e), Section 1.12(c), Article VIII and of the Escrow Agreement; provided that in the event of any conflict between this Agreement and the Escrow Agreement, the terms of the Escrow Agreement will control.
On the Closing Date, as provided in Section 1.04(a), Buyer shall deposit with the Escrow Agent the Price Adjustment Escrow Amount into an escrow account (the “Price Adjustment Escrow Account”), and the General Indemnity Escrow Amount into an escrow account (the “Indemnity Escrow Account” and, together with the Price Adjustment Escrow Account, the “Escrow Accounts”).
At Closing, theDownpayment shall not be paid to the Shareholders but shall be transferred to and fund a portion of the General Indemnity Escrow Amount in accordance with the terms hereof and the Downpayment Escrow Agreement.
None of the General Indemnity Escrow Amount or the Tax Escrow Amount shall, under any circumstance, be used to support any claim for indemnification of the Shareholder Indemnified Parties or the Shareholder Representative Committee.
AMID shall direct the Transfer Agent to deliver a written confirmation of the deposit of General Indemnity Escrow Units in the General Indemnity Escrow Fund, Special Indemnity Escrow Units in the Special Indemnity Escrow Fund and Adjustment Escrow Units in the Adjustment Escrow Fund.
Promptly after the Effective Time, but in no event later than one Business Day thereafter, the General Indemnity Escrow Amount will be deposited by Parent in an escrow account (the “ General Indemnity Escrow Account”) with the Escrow Agent in accordance with the terms of the Escrow Agreement to secure claims by the Parent Indemnified Persons for indemnification in accordance with Article VIII (including to fund payments related to Appraisal Shares).