Indemnification Holdback Fund definition

Indemnification Holdback Fund means the funds held by Purchaser in accordance with Article 8 of this Agreement, excluding funds which by the terms of this Agreement should have been disbursed to Seller and all interest, dividends, gains and other income accrued thereon.

Indemnification Holdback Fund means, at any given time, an amount equal to the Indemnification Holdback Amount less any amounts delivered to any Person from the Indemnification Holdback Fund pursuant to Article XII.

Examples of Indemnification Holdback Fund in a sentence

• The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”).

• Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

• So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement.

• All public and private gatherings of any number of people occurring outside a single household or living unit are prohibited, except for the limited purposes as expressly permitted in Section 10.

• Subject to the following requirements, the Indemnification Holdback Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., Pacific Time, on the expiration of Period 2 (the period of time from the Closing Date through and including the expiration of Period 2 is referred to herein as the “Holdback Period”); and all cash then remaining in the Indemnification Holdback shall be distributed as set forth in this Section 6.2(c).

• Subject to Section 8.4, Acquirer shall hold the Indemnification Holdback Fund until 11:59 p.m. local time on the date (the “Indemnification Holdback Release Date”) that is 18 months after the Effective Time (or if such date is not a Business Day, the first Business Day thereafter).

• The Converting Holders shall not receive interest or other earnings on the cash in the Indemnification Holdback Fund.

• So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the initial source of recovery for any Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement.

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• The decision of the arbitrator so selected as to the validity and amount of any such claim shall be binding and conclusive upon the parties to this Agreement and the Custodian shall be entitled to act in accordance with such decision and make or withhold delivery of Holdback Shares out of the Indemnification Holdback Fund in accordance therewith.