Indemnification Escrow Cash definition

Indemnification Escrow Cash means the Escrow Amount, together with any and all interest and profit thereon and proceeds therefrom (net of tax distributions made in accordance with the Escrow Agreement), from time to time held by the Escrow Agent pursuant to the Escrow Agreement.
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Indemnification Escrow Cash means the aggregate cash amount comprising the Indemnification Escrow Contribution Amounts of all Company Equity Holders.
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Indemnification Escrow Cash means $1,500,000.
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Examples of Indemnification Escrow Cash in a sentence

  • At the Closing, Parent shall deposit, or cause to be deposited, (i) the Adjustment Escrow Cash and the Adjustment Escrow Shares and (ii) the Indemnification Escrow Cash and the Indemnification Escrow Shares, into two separate escrow accounts to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement.

  • On the Closing Date, Parent shall pay (or cause to be paid), by wire transfer of immediately available funds, the Indemnification Escrow Cash Amount and deliver the Indemnification Escrow Shares, in each case to U.S. Bank, National Association, as escrow agent (“Indemnification Escrow Agent”), such Indemnification Escrow Amount to be held in escrow to satisfy, at least in part (and only to satisfy), the indemnity obligations described in Section 7.2(a) of this Agreement.

  • Bankrate's indemnification of the Members for Damages pursuant to this Section 8.01 shall be limited to the amount of the Indemnification Escrow Cash.

  • Bankrate's indemnification of the Shareholder for Damages pursuant to this Section 8.01 shall be limited to an amount equal to the amount of the Indemnification Escrow Cash.

  • The Indemnification Escrow Cash shall be applied and disbursed in accordance with the terms and provisions of a mutually agreed upon Escrow Agreement (the "Escrow Agreement").

  • Each Member's maximum indemnification of the Indemnified Parties for Damages pursuant to this Section 8.01 shall be limited to such Member's pro rata portion of the Indemnification Escrow Cash.

  • Notwithstanding anything to the contrary herein, this Subsection 8.01(H) shall not limit or otherwise affect Bankrate’s obligation to deliver to the Shareholder the Purchase Price less the Indemnification Escrow Cash.

  • Any distribution made to the Shareholder of the Indemnification Escrow Cash (other than the portion of any payment attributable to imputed interest) shall be treated for all Tax purposes as an adjustment to the Purchase Price, and the parties shall prepare an amended Final Allocation reflecting such adjustment in a manner consistent with this Section 7.10(A).

  • Seven (7) days after the Closing, Bankrate shall deliver by wire transfer of same day funds, to an account designated by the Shareholder, an amount equal to the Purchase Price, less the Indemnification Escrow Cash, for the benefit of the Shareholder.

  • The Indemnification Escrow Cash shall be disbursed solely in accordance with the terms of the Escrow Agreement (as defined below).

Related to Indemnification Escrow Cash

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • 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 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.

  • Indemnity Escrow Amount means $5,000,000.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Escrow Cash is defined in Section 4.1(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).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • 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 Claim has the meaning set forth in Section 12.3.

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

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • 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.