Examples of Indemnity Escrow Cash in a sentence
The Company, the Principal Shareholders and the Principal Shareholders’ Representative hereby authorize Purchaser to deposit the Indemnity Escrow Cash or the Indemnity Escrow Shares, as applicable, in the Indemnity Escrow Account pursuant to the Escrow Agreement.
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").
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.
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.
The Other Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in cash, subject to the terms and conditions of this Agreement (including Article VIII).
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 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).
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.
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.