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.