Indemnity Escrow Fund definition

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 Fund has the meaning set forth in Section 1.8.

Indemnity Escrow Fund has the meaning set forth in Section 2.6(c).

Examples of Indemnity Escrow Fund in a sentence

• Except as otherwise provided by Applicable Law, the Adjustment Escrow Fund and the Indemnity Escrow Fund shall be held as trust funds and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person.

• The parties hereto agree that any such adjustment shall be made following the final release of any amounts from the Indemnity Escrow Fund, but such adjustment (i) shall take into account the total portion of the Indemnity Escrow Fund that is not paid to the Equityholders and is instead paid to any Person other than the Company or any of its Subsidiaries and (ii) shall be given effect from the original issuance of shares of Class N Common Stock pursuant to the terms of this Agreement.

• Losses for which the Indemnifying Parties are obligated to indemnify the Indemnified Parties in respect of claims relating to inaccuracies in or breaches of Specified Representations shall be satisfied (i) initially from the then-remaining limit of coverage under the R&W Insurance Policy (if any), (ii) then, once the limits of coverage under the R&W Insurance Policy have been exhausted (or if excluded from coverage under the R&W Insurance Policy), from the Indemnity Escrow Fund.

• The powers, immunities and rights to indemnification granted to the Securityholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Indemnity Escrow Fund.

• Buyer and the Company agree that the Purchase Price Adjustment Escrow Fund and the Indemnity Escrow Fund shall not be the sole source of Buyer’s right to the Post-Closing Adjustment Shortfall Amount, and that the Participating Stockholders shall be severally and not jointly liable for their respective Pro Rata Portion of any shortfall after application of the foregoing.

More Definitions of Indemnity Escrow Fund

Indemnity Escrow Fund means the escrow fund established pursuant to the Escrow Agreement in respect of obligations of the Management Sellers and the Members pursuant to Section 12.02(a) and Section 12.02(b), or, at the option of Parent, Section 2.14, including any interest accrued thereon. The initial amount of the Indemnity Escrow Fund shall be the Indemnity Escrow Amount.

Indemnity Escrow Fund means the escrow account established, designated and maintained by the Escrow Agent pursuant to the Escrow Agreement to pay indemnification obligations of the Sellers under Article VIII.

Indemnity Escrow Fund means the Indemnity Escrow Amount together with all interest or income actually earned thereon pursuant to the Indemnity Escrow Agreement.

Indemnity Escrow Fund means the escrow fund established pursuant to the Escrow Agreement primarily for purposes of securing Parent’s indemnification rights pursuant to Section 9 of the Agreement.

Indemnity Escrow Fund shall have the meaning set forth in the Merger Agreement.

Indemnity Escrow Fund has the meaning given to such term in the Escrow Agreement.

Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in the Escrow Agreement, including any remaining interest or other amounts earned thereon.