Indemnification Escrow Funds definition

Indemnification Escrow Funds means, at any given time after Closing, the funds remaining in the one or more accounts in which the Escrow Agent has deposited the Indemnification Escrow Amount in accordance with the Escrow Agreement, including remaining amounts of interest actually earned.

Indemnification Escrow Funds means, at any given time after the Closing, the funds remaining in the one or more accounts in which the Escrow Agent has deposited the Indemnification Escrow Amount in accordance with the Escrow Agreement, including remaining amounts of income actually earned.

Indemnification Escrow Funds means the amount of cash held from time to time by the Escrow Agent in the Indemnification Escrow Account pursuant to the Escrow Agreement.

Examples of Indemnification Escrow Funds in a sentence

• Each of the parties hereto acknowledges and agrees that from and after the Closing, except for intentional fraud, claims under this Article XI shall be the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to the transactions contemplated by this Agreement and the Indemnification Escrow Funds shall be the sole source of recovery of the Purchaser Indemnified Parties.

• In each case in which this Section 11.07 provides for the release of Indemnification Escrow Funds, each of Purchaser and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 11.07 and the Escrow Agreement.

• If a Buyer Indemnified Party is the Indemnitee and the Escrow Agreement has not terminated in accordance with its terms, the Escrow Agent shall not disburse any Indemnification Escrow Funds as to a Disputed Claim until the final adjudication of the Company Securityholders’ liability to Buyer.

• Parent shall be entitled to deduct from the Indemnification Escrow Funds (i) Taxes due with respect to any such Tax Return that relate to Pre-Closing Tax Periods and (ii) Taxes due with respect to any such Tax Return that relate to Straddle Periods that are attributable under Section 7.05 to the portion of such Straddle Period ending on the Closing Date, but only to the extent such Taxes due were not taken into account as liabilities in computing the Closing Working Capital Amount.

• Upon the final determination of the Outstanding Claims and the payment of the applicable Parent Indemnitees thereunder, if applicable, Parent and Sellers’ Representative shall deliver a joint written instruction to the Indemnification Escrow Agent, in the form required thereunder, instructing the Indemnification Escrow Agent to release all of the Indemnification Escrow Funds or Special Tax Escrow Funds, as applicable, to Sellers on a pro rata basis (based on each Seller’s Pro Rata Percentage).

More Definitions of Indemnification Escrow Funds

Indemnification Escrow Funds has the meaning set forth in Section 2.3(a)(i).

Indemnification Escrow Funds means, at any given time, the aggregate amount of funds in the Indemnification Escrow Account.

Indemnification Escrow Funds means the Indemnification Escrow Amount, together with any interest and other income thereon.

Indemnification Escrow Funds means the Indemnification Escrow Amount, less any deductions to such amount pursuant to the terms of this Agreement and together with interest and any other income accrued thereon from time to time.

Indemnification Escrow Funds means the funds that are held by the Escrow Agent in the Indemnification Escrow Account.

Indemnification Escrow Funds has the meaning set forth in Section 11.3(a) of this Agreement.

Indemnification Escrow Funds means $10,000,000.