Indemnification Escrow definition
Examples of Indemnification Escrow in a sentence
The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification Escrow in accordance with the terms thereof.
In the event Buyer becomes aware of a Third-Party Claim or Damages which Buyer believes may result in a demand against the Indemnification Escrow or a claim for Damages pursuant to the indemnification provisions of Section 6.2 hereof, Buyer shall notify Seller of such claim.
The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount.
Such securities shall be considered Indemnification Escrow Shares for purposes hereof.
Based on the latest annex to the Indemnification Escrow Agreement, dated as of April 5, 2013 (the “Escrow Agreement”), by and among ▇▇▇▇, the Company, the Bonus Executives and U.S. Bank National Association, as escrow agent (the “Escrow Agent”), a total of 4,284,489 shares of Company Common Stock (the “Escrow Share Deposit”) are currently on deposit with the Escrow Agent under the Escrow Agreement.