Indemnification Escrow Fund definition

Indemnification Escrow Fund has the meaning set forth in Section 2.03(a)(iii)(B).

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

Indemnification Escrow Fund means the Indemnification Escrow Amount paid to the Escrow Agent, and any interest earned thereon, which shall be maintained and administered by the Escrow Agent in accordance with the Escrow Agreement to provide a source of funds for the payment of the indemnification obligations set forth in Section 9.1.

Examples of Indemnification Escrow Fund in a sentence

• Any amount remaining in the Indemnification Escrow Fund that is reserved and therefore not released on the first anniversary of the Closing Date will be released to the Seller Representative (for the benefit of the Sellers) as promptly as practicable after each matter for which such reserve was established is finally resolved and full payment (if any) therefor is made except to the extent such amount is reasonably required as a reserve for the remaining then-pending claims.

• Such payments shall be paid by wire transfer of immediately available funds to the bank accounts designated in writing by such Indemnitee; provided, any Losses payable to a Buyer Indemnitee pursuant to this Section 7, shall be satisfied solely from the Indemnification Escrow Fund.

• On the first anniversary of the Closing Date, the Purchaser and the Seller Representative will instruct the Escrow Agent to release to the Seller Representative (for the benefit of the Sellers) the amount of funds remaining in the Indemnification Escrow Fund (if any) less a reserve in the amount claimed (or, if a specified amount is not claimed, a reasonable reserve therefor) for any then-pending claim for indemnification made under this ‎‎Article 7.

• The amount of the underlying Loss giving rise to such Third Party Claim shall be reimbursed to the Indemnified Party (if such Indemnified Party is the Purchaser) from the Indemnification Escrow Fund or from the Sellers in accordance with the other provisions of this ‎Article 7.

• The Post-Closing Adjustment Escrow Fund and the Indemnification Escrow Fund will be maintained and distributed in accordance with the terms of this Agreement and the Escrow Agreement.

More Definitions of Indemnification Escrow Fund

Indemnification Escrow Fund means the Indemnification Escrow Amount plus any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement.

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

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

Indemnification Escrow Fund means at any time an amount equal to the portion of the Indemnification Escrow Amount then held by the Escrow Agent pursuant to the Escrow Agreement.

Indemnification Escrow Fund shall have the meaning ascribed to it in Section 8.5(d) hereof.

Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement.

Indemnification Escrow Fund means the Indemnification Escrow Shares held at any determination time by the Escrow Agent as part of the Escrow Shares (as that term is defined in the Escrow Agreement).