Post-Closing Indemnification Escrow Fund definition

Post-Closing Indemnification Escrow Fund means a cash amount of six million dollars ($6,000,000.00), together with any interest or other earnings thereon, in a segregated account established and maintained at the Escrow Agent pursuant to the Post-Closing Escrow Agreement to be available to satisfy claims made by Buyer or any other Buyer Indemnitee against Seller pursuant to ARTICLE VIII and Section 2.06(d)(ii).
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Related to Post-Closing Indemnification Escrow Fund

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

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

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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.

  • 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 Fund has the meaning ascribed to it in Section 7.2(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 Amount has the meaning set forth in Section 2.1(c).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

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

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

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

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

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

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

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • 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.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.