Indemnity Escrow Cash definition

Indemnity Escrow Cash means, (a) as of the Closing, an aggregate amount of cash equal to the Indemnity Escrow Value and (b) thereafter, as of any time, the amount of cash in the Indemnity Escrow Account.
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Indemnity Escrow Cash has the meaning set forth in Section 6.2.
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Indemnity Escrow Cash is defined in Section 4.1(a)(ii).
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Examples of Indemnity Escrow Cash in a sentence

  • Not more than seven (7) Business Days nor less than five (5) Business Days prior to the Closing Date, the Purchaser shall deliver to the Company a statement (the “Allocation Statement”) setting forth its determination of each of the Cash Percentage, the Stock Percentage, the Adjustment Escrow Cash Amount, the Indemnity Escrow Cash Amount, the Tax Indemnity Escrow Cash Amount, the Adjustment Escrow Funding Ratio, the Indemnity Escrow Funding Ratio and the Tax Indemnity Escrow Funding Ratio.

  • Notwithstanding the foregoing, any liability incurred pursuant to the terms of this ARTICLE VI shall be paid exclusively from the Indemnity Escrow Cash and the Indemnity Escrow Shares (valued at the then market value per share) in accordance with the terms of the Indemnity Escrow Agreement.

  • The Indemnity Escrow Cash shall be invested from time to time by the Indemnity Escrow Agent as provided in the Indemnity Escrow Agreement.

  • The Sole Shareholder, by her execution and delivery of this Agreement and/or her approval of the Merger, hereby authorizes and directs Parent to make such deposit with the Indemnity Escrow Agent of the Indemnity Escrow Shares in the name of the Indemnity Escrow Agent and the Indemnity Escrow Cash on her behalf.

  • In the event the Indemnified Party is entitled to any indemnification pursuant to this ARTICLE VI, the Indemnified Party shall be paid exclusively from the Indemnity Escrow Cash and Indemnity Escrow Shares.

  • At Closing, in addition to the deposit of the Indemnity Escrow Cash, 10% of the Stock Consideration and 10% of the Warrant Consideration shall be held in escrow ("Indemnity Escrow") for a period of one (1) year from the Closing Date as non-exclusive security for Stockholders' indemnity obligations set forth in this Agreement.

  • All payments to Purchaser Indemnified Parties under Section 11.2 shall be satisfied first from the Indemnity Escrow Cash Amount, then from the Indemnity Escrow Shares.

  • The Indemnity Escrow Cash shall become payable to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.9 and Article VIII).

  • The parties hereto agree that, for Tax purposes only, Parent shall be treated as the owner of the Adjustment Escrow Fund, Indemnity Escrow Cash and Other Indemnity Escrow Cash and all interest on or other taxable income, if any, earned from the investment of the Adjustment Escrow Fund, Indemnity Escrow Cash and Other Indemnity Escrow Cash pursuant to the Escrow Agreement shall be treated for Tax purposes as earned by Parent.

  • As soon as practicable after the Effective Time, Parent shall cause to be delivered to the Indemnity Escrow Agent (i) a certificate representing twenty percent (20%) of the Purchaser Shares issuable to Sole Shareholder pursuant to Section 1.5 in exchange for outstanding shares of Company Common Stock (collectively, the "Indemnity Escrow Shares") and (ii) Five Hundred Thousand Dollars ($500,000) (the "Indemnity Escrow Cash," and, together with the Indemnity Escrow Shares, the "Indemnity Escrow Fund").


More Definitions of Indemnity Escrow Cash

Indemnity Escrow Cash means $1,400,000.
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Indemnity Escrow Cash means an aggregate amount of cash equal to $35,000,000.
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Indemnity Escrow Cash means, (a) as of the Closing, (i) an aggregate amount of cash equal to (A) the Per Share Indemnity Escrow Amount (as calculated in accordance with clause (a) of the definition of such term) multiplied by (B) Unaccredited Share Number, plus (ii) (A) the Per Share Indemnity Escrow Amount (as calculated in accordance with clause (b)(ii) of the definition of such term) multiplied by (B) Accredited Share Number, and (b) thereafter, as of any time, the amount of Indemnity Escrow Cash that has not yet been released to the Company Indemnitors or Parent in accordance with the terms of this Agreement.
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Indemnity Escrow Cash means the amount of any cash added to the Indemnity Escrow Fund in accordance with Section 1.7(b)(ii) following the determination of the Final Adjustment Amount.
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Related to Indemnity Escrow Cash

  • 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.

  • Escrow Cash is defined in Section 4.1(a).

  • 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.

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

  • 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.

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

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

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

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Working Capital Escrow Amount means $2,000,000.

  • Adjustment Escrow Amount means $1,000,000.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • 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.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Expense Fund has the meaning set forth in Section 9.14(f).

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • 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.