Examples of Indemnity Escrow Funds in a sentence
The Adjustment Escrow Funds, the Employee Liability Escrow Funds and the Indemnity Escrow Funds shall be held, invested and distributed in accordance with the terms of this Agreement and the Escrow Agreement.
In the event that such adjustment is larger than the Working Capital Adjustment Escrow and the General Indemnity Escrow Funds, each Escrow Participant will pay to Parent such Escrow Participant’s Allocable Portion of such amount.
If any amount is owed by the Shareholders to the Purchaser or the Shareholder Representative pursuant to this Agreement or the Escrow Agreement (the “Shareholder Amount”), and is not paid by delivery of Indemnity Escrow Funds or Shareholder Representative Escrow Funds, each Shareholder shall pay his Pro Rata Share of the Shareholder Amount as directed by the Shareholder Representative.
If at the Expiration Date the Escrow Agent is holding Indemnity Escrow Funds pursuant to a Stockholders' Certificate in accordance with Section 5(c), the Escrow Agent shall continue to hold such Indemnity Escrow Funds until disposed of in accordance with such Section, at which time this Agreement shall also terminate.
If the Indemnity Escrow Funds are insufficient to pay any amount owed to the Purchaser under this Section 2.05, any excess amount shall be paid to the Purchaser directly from each Shareholder (on a joint and several basis) based on each Shareholder’s Pro Rata Share of such obligation.