General Indemnity Escrow Amount definition

General Indemnity Escrow Amount means an amount equal to $1,462,500.

General Indemnity Escrow Amount has the meaning set forth in Section 1.04(a).

General Indemnity Escrow Amount shall equal One Million Dollars ($1,000,000).

Examples of General Indemnity Escrow Amount in a sentence

• 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.

• 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.

• 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.

• For the avoidance of doubt, the General Indemnity Escrow Amount will be in addition to the Working Capital Adjustment Escrow Amount.

• 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).

More Definitions of General Indemnity Escrow Amount

General Indemnity Escrow Amount means [**]

General Indemnity Escrow Amount shall have the meaning ascribed to such term in Section 2.5(c).

General Indemnity Escrow Amount means $894,375.

General Indemnity Escrow Amount has the meaning set forth in Section 2.3(c)(i)(2).

General Indemnity Escrow Amount means $10,000,000.

General Indemnity Escrow Amount means a dollar amount equal to 5% of the Sale Consideration.

General Indemnity Escrow Amount means $25,000,000 in cash comprised of (x) a portion of the Capital Stock Consideration payable pursuant to Section 3.3.3(a) hereof to the Sellers and deposited by Holdco on behalf of the Sellers (in accordance with the last sentence of Section 3.3.3(a)) with the Escrow Agent under the General Indemnity Escrow Agreement, PLUS (y) a portion of the Company Option Consideration payable pursuant to Section 3.3.3(b) hereof to the Option Holders party to the General Indemnity Escrow Agreement and deposited by the Company on behalf of such Option Holders (in accordance with the last sentence of Section 3.3.3(b)) with the Escrow Agent under the General Indemnity Escrow Agreement, such aggregate amount to be held by the Escrow Agent for the period commencing on the Closing Date and ending on the Claims Termination Date (and thereafter, with respect to Reserved Claims in accordance with the terms of the General Indemnity Escrow Agreement), pursuant to the terms of the General Indemnity Escrow Agreement.