Examples of Indemnity Holdback in a sentence
The amount of all Losses set-off and deducted from the Indemnity Holdback and the amount of all other Losses paid by the Vendor as the Indemnifying Party will constitute a dollar-for-dollar decrease of the Purchase Price and the amount of all Losses paid by the Purchaser as the Indemnifying Party will constitute a dollar-for-dollar increase of the Purchase Price, in each case except to the extent inconsistent with Applicable Law.
On the first anniversary of the Closing Date, the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Vendor the amount of the Indemnity Holdback, minus all amounts paid to the Purchaser in accordance with Section 7.10(4) (if any) and minus all amounts continued to be held back in accordance with Section 2.3(1)(b) (if any).
Subject to Section 7.5(3) and Section 7.10, the Vendor shall have no obligation to make any payment for Losses under Section 7.3(a), unless the aggregate amount of all Losses exceed $642,500 (the “ Indemnity Threshold”), after which the full amount of Losses in excess of the Indemnity Threshold may be recovered up to an aggregate maximum equal to the amount of the Indemnity Holdback (the “General Rep Liability Cap”).
Section 7.3(a), shall be satisfied: (i) first, from the Indemnity Holdback for the amount of all Losses that exceed the Indemnity Threshold up to the amount of the Indemnity Holdback; and (ii) second, by submission of the Claim by the Purchaser’s Indemnified Party pursuant to the R&W Policy (if and to the extent that such Claim is covered by the R&W Policy).