Post-Closing Indemnity Escrow Funds definition

Post-Closing Indemnity Escrow Funds means, as of any date of determination, the excess (if any) of the Post-Closing Escrow Amount (i.e., the amount paid into the Post-Closing Indemnity Escrow Account pursuant to the Post-Closing Indemnity Escrow Agreement) minus the sum of all distributions and other payments to any Person from the Post-Closing Escrow Account paid pursuant to the terms of the Post-Closing Indemnity Escrow Agreement on or prior to such date of determination.
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Examples of Post-Closing Indemnity Escrow Funds in a sentence

  • Notwithstanding anything in this Agreement to the contrary (other than Section 8.02(f)), all claims by any Parent Indemnitee will immediately terminate and expire at such time as all Post-Closing Indemnity Escrow Funds have been distributed.

Related to Post-Closing Indemnity Escrow Funds

  • 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.

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

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

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

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

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

  • 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.

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

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

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

  • 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.

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

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

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

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

  • 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.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • Purchase Price Adjustment Escrow Amount means $500,000.