Indemnity Escrowed Cash definition

Indemnity Escrowed Cash means an amount equal to $[**], less the MIP Escrowed Cash, to be deposited by Parent into the Indemnity Escrow Account at Closing pursuant to the terms of this Agreement and the Escrow Agreement.
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Indemnity Escrowed Cash means an amount equal to 10% of the Base Purchase Price.
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Examples of Indemnity Escrowed Cash in a sentence

  • If any Indemnity Escrowed Cash (or interest thereon) remains in the Indemnity Escrow Account on April 15, 2012 and there is no indemnity Claim of the Buyer then still unresolved (or otherwise once all such Claims are resolved), the Parties shall execute and deliver to the Indemnity Escrow Agent joint written instructions promptly to deliver all such amounts by wire transfer of immediately available funds to Seller.

  • If the Undisputed Amounts exceed the amount of the related Reserve (or if there is no Reserve or Indemnity Escrowed Cash available or remaining), then any excess or such entire amount, as applicable, shall be released from the Contingent Payments Adjustment Reserve (a “Contingent Payments Undisputed Adjustment”) and become immediately subject to adjustment against any pending or future Contingent Payment in accordance with Section 10.1(b) and subject to Section 10.2(b)(ii).

  • The Buyer is entitled to all or a portion of the Working Capital Escrowed Cash to the extent of any obligations of the Seller under Section 2.6 and the Indemnity Escrowed Cash to the extent of any obligations of the Seller under Section 9.2. To the extent funds are due to Buyer, Buyer and Seller shall jointly instruct the Working Capital Escrow Agent and the Indemnity Escrow Agent, respectively, to release such funds to Buyer that are specified with reasonable detail by the Seller.

  • The Buyer is entitled to all or a portion of the Working Capital Escrowed Cash to the extent of any obligations of the Seller under Section 2.6 and the Indemnity Escrowed Cash to the extent of any obligations of the Seller under Section 9.2. To the extent 33funds are due to Buyer, Buyer and Seller shall jointly instruct the Working Capital Escrow Agent and the Indemnity Escrow Agent, respectively, to release such funds to Buyer that are specified with reasonable detail by the Seller.

Related to Indemnity Escrowed 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.

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

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

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

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

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

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

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

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

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

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

  • Uninvested Cash cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital.

  • 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.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • 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).

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

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.