Indemnification Escrow Cash Amount definition

Indemnification Escrow Cash Amount is defined in Section 1.5(a)(iii).
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Indemnification Escrow Cash Amount means $225,000.00.
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Indemnification Escrow Cash Amount means $225,000.00. “Intellectual Property” means all intellectual property rights of every kind and description under the law of the United States, any other jurisdiction or any international treaties, both statutory and common law rights, in: (a) utility models, patents and patent applications, invention disclosures and all related extensions, divisions, continuations, continuations-in-part, substitutions, reexaminations, and reissues; (b) trademarks and service marks (whether registered or unregistered), trade names, slogans, internet domain names, applications and reservations for internet domain names and uniform resource locators, social media account logos, trade dress, design rights and other similar identifiers of source or origin, together with the goodwill symbolized by any of the foregoing; (c) copyrights (whether registered or unregistered), moral rights, and other rights in works of authorship; (d) rights in Software and other computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing; and (e) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models, and methodologies (“Trade Secrets”); and (g) all applications and registrations, and any renewals, extensions and reversions, for the foregoing. “IRS” means the U.S. Internal Revenue Service or any successor agency. “IT Systems” means the computer, information technology, and data processing systems, facilities and services controlled by, or used by or for, the Sellers in the conduct of their respective businesses, including all software, systems hardware, networks, interfaces, platforms and related systems and services. “Key Employees” means each of Chris Henry and Justin Ferreira. “Knowledge” means (a) with respect to any individual, the actual or constructive knowledge of such individual and (b) with respect to any Entity, the actual or constructive knowledge of any director, manager or officer of such Entity, in each case following due inquiry of the type that would reasonably be expected to be made by such individual in the prudent exercise of such individual’s job functions and/or duties. “Laws” means any laws (statutory, common or otherwise), constitutions, treaties, conventions, ordinances, codes, rules, regulations, Orders or oth...
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Examples of Indemnification Escrow Cash Amount in a sentence

  • 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.


More Definitions of Indemnification Escrow Cash Amount

Indemnification Escrow Cash Amount means $7 million. 84
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Related to Indemnification Escrow Cash Amount

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

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

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

  • 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 Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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 Cash is defined in Section 4.1(a).

  • 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.

  • Escrow Fund means the escrow fund established pursuant to the Escrow 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 of the Plan.

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

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

  • Adjustment Escrow Amount means $1,000,000.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, 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.

  • Working Capital Escrow Amount means $1,000,000.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).