Indemnification Escrow Release Date definition

Indemnification Escrow Release Date shall have the meaning in Section 1.5(f).
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Indemnification Escrow Release Date means the two-year anniversary of the Closing Date.
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Indemnification Escrow Release Date means the date on which the Indemnification Escrow Period ends.
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Examples of Indemnification Escrow Release Date in a sentence

  • As of the Indemnification Escrow Release Date, DECIDE4ACTION had no valid, pending claims against the Selling Shareholders pursuant to the Purchase Agreement and therefore should have authorized the Escrow Agent to release the entire Escrow Fund to the Selling Shareholders.

  • At any time following the Indemnification Escrow Release Date, to the extent the Indemnification Escrow Amount exceed the aggregate amount claimed in good faith by the Purchaser Indemnitees pursuant to claims made prior to the Indemnification Escrow Release Date, and not fully resolved prior to the Indemnification Escrow Release Date, such excess funds shall be promptly released by the Escrow Agent to the account of Seller or as otherwise instructed in writing by Seller.

  • On the Indemnification Escrow Release Date, the Escrow Agent shall distribute all of the remaining funds in the Indemnification Escrow Amount, less the remaining Indemnification Claim Amount of all Indemnification Claims then pending and unpaid (“Pending Claims”) as of the Indemnification Escrow Release Date.

  • From time to time following the Indemnification Escrow Release Date, as Pending Claims are resolved in accordance with the Merger Agreement and this Escrow Agreement, the Escrow Agent shall either pay the Indemnification Claim in the manner described in Section 1.3(b)(iii) or distribute such amount to Citibank, N.A., as disbursing agent (or any successor thereto, the “Disbursing Agent”) for further distribution to the Priority Preferred Stockholders in accordance with the Disbursing Agent Agreement.

  • Any claim of indemnity made by an Indemnified Person under this Section 8 must be raised in writing delivered to the Company and the Escrow Agent by no later than the Indemnification Escrow Release Date.

  • The Escrow Agent shall hold and safeguard the Escrow Fund until the Indemnification Escrow Release Date (as defined below).

  • Purchaser may assert a claim for indemnification pursuant to Section 8 of the Purchase Agreement for which Purchaser may recover Escrow Shares (a "CLAIM") by giving Company and the Escrow Agent written notice of such Claim in accordance with Section 3 below at any time prior to the Indemnification Escrow Release Date (as defined in Section 2(e) below).

  • Until the Indemnification Escrow Release Date, Greenbrook will maintain a sufficient number of Greenbrook Shares in the treasury of Greenbrook to satisfy any Post-Closing Net Adjustment Amount in the Seller's favor which may be required in accordance with Section 1.6(e)(ii) and/or any indemnification Claim in the Seller's favor which may be required in accordance with Section 6.6(b).

  • Within ten (10) business days of the Indemnification Escrow Release Date or, with respect to any Escrow Shares held as a result of clause (B) above, after the date when the applicable release condition hereunder is met, the Escrow Agent will deliver to the Company, the requisite number of Escrow Shares to be released to Company as identified by Purchaser in writing within such ten (10) business day period.

  • As soon as reasonably practicable following the Indemnification Escrow Release Date, Purchaser shall instruct the Escrow Agent to deliver to the Sellers all of the Indemnification Escrow Amount (if any) in excess of any amount of the Indemnification Escrow Amount that is necessary to satisfy all unresolved, unsatisfied or disputed Indemnification Claims for Losses specified in any Claim Notice delivered to the Sellers and the Escrow Agent by Purchaser before the Indemnification Escrow Release Date.


More Definitions of Indemnification Escrow Release Date

Indemnification Escrow Release Date has the meaning set forth in Section 7.6(c).
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Related to Indemnification Escrow Release Date

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

  • Escrow Release Date means the date of the Escrow Release.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(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.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • 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.

  • 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 $3,000,000.

  • 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.

  • 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.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

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

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

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

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

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

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

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

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

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • 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.