Indemnification Escrow Fund definition

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

Indemnification Escrow Fund means at any time an amount equal to the portion of the Indemnification Escrow Amount then held by the Escrow Agent pursuant to the Escrow Agreement.

Indemnification Escrow Fund shall have the meaning ascribed to it in Section 8.5(d) hereof.

Examples of Indemnification Escrow Fund in a sentence

• Notwithstanding anything to the contrary in this Agreement, if the Seller Entity is paid any amounts from the Indemnification Escrow Fund in accordance with this Article VIII or the Escrow Agreement, and the Seller Entity distributes any of such amounts to the Beneficial Sellers, such distribution to the Beneficial Sellers shall be made in accordance with the Initial Closing Spreadsheet.

• After the resolution any Unresolved Claim that has been resolved as not a Payable Claim, if and to the extent the value of the Indemnification Escrow Fund exceeds the aggregate amount of the then remaining Unresolved Claims, then the amount of such excess shall be promptly paid to the Seller Entity.

• At the Escrow Release Time, if and to the extent the value of the Indemnification Escrow Fund exceeds the aggregate amount of Unresolved Claims, then the amount of such excess shall be paid to the Seller Entity.

• A “Payable Claim” means a claim for indemnification of Losses under this Article VIII, to the extent that such claim has not yet been satisfied (including by release to the Purchaser Indemnified Party of cash from the Indemnification Escrow Fund), that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim.

• An “Unresolved Claim” means any claim for indemnification of Losses under this Article VIII specified in any Claims Notice delivered pursuant to Section 8.4(a), to the extent that such claim is not a Payable Claim and has not been satisfied (including by release to the Purchaser Indemnified Party of cash from the Indemnification Escrow Fund).

More Definitions of Indemnification Escrow Fund

Indemnification Escrow Fund has the meaning set forth in Section 3.02(c)(ii).

Indemnification Escrow Fund means the escrow account with the Escrow Agent for holding the Indemnification Escrow Amount.

Indemnification Escrow Fund means the escrow fund to be established at the Closing pursuant to the Indemnification Escrow Agreement.

Indemnification Escrow Fund means the Indemnification Escrow Amount paid to the Escrow Agent, and any interest earned thereon, which shall be maintained and administered by the Escrow Agent, in accordance with the Escrow Agreement to provide a source of funds for the payment of the indemnification obligations set forth in Section 11.2.

Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

Indemnification Escrow Fund means the Indemnification Escrow Amount, and any interest or other amounts earned on it and less and disbursements from it in accordance with the Escrow Agreement.

Indemnification Escrow Fund means the portion of the Escrow Account designated for the Indemnification Escrow Amount to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.