Indemnity Escrow Fund definition

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 Fund means the escrow fund established pursuant to the Escrow Agreement in respect of obligations of the Management Sellers and the Members pursuant to Section 12.02(a) and Section 12.02(b), or, at the option of Parent, Section 2.14, including any interest accrued thereon. The initial amount of the Indemnity Escrow Fund shall be the Indemnity Escrow Amount.

Indemnity Escrow Fund has the meaning specified in Section 1.10.

Examples of Indemnity Escrow Fund in a sentence

• The parties hereto agree that any such adjustment shall be made following the final release of any amounts from the Indemnity Escrow Fund, but such adjustment (i) shall take into account the total portion of the Indemnity Escrow Fund that is not paid to the Equityholders and is instead paid to any Person other than the Company or any of its Subsidiaries and (ii) shall be given effect from the original issuance of shares of Class N Common Stock pursuant to the terms of this Agreement.

• Whenever the Escrow Agent shall be required to make payment from the Adjustment Escrow Fund or the Indemnity Escrow Fund, whichever the case may be, the Escrow Agent shall pay such amounts by liquidating the investments of the Adjustment Escrow Fund or the Indemnity Escrow Fund, whichever the case may be, to the extent necessary to pay such amounts in full and in cash.

• The Rental Amount, if any, shall be disbursed from the Indemnity Escrow Fund to Acquiror in advance on a monthly basis during such 7.5 month period.

• The powers, immunities and rights to indemnification granted to the Securityholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Indemnity Escrow Fund.

• Except as provided in the following sentence, this Escrow Agreement shall terminate on the earlier of: (a) the date on which there are no funds remaining in both the Adjustment Escrow Fund and the Indemnity Escrow Fund or (b) the Expiration Date.

More Definitions of Indemnity Escrow Fund

Indemnity Escrow Fund means the escrow account established, designated and maintained by the Escrow Agent pursuant to the Escrow Agreement to pay indemnification obligations of the Sellers under Article VIII.

Indemnity Escrow Fund has the meaning set forth in Section 2.3(c).

Indemnity Escrow Fund has the meaning given to such term in the Escrow Agreement.

Indemnity Escrow Fund has the meaning specified in Section 12.7(b).

Indemnity Escrow Fund means the escrow fund established pursuant to the Escrow Agreement primarily for purposes of securing Parent’s indemnification rights pursuant to Section 9 of the Agreement.

Indemnity Escrow Fund has the meaning set forth in Section 2.2.2.

Indemnity Escrow Fund shall have the meaning set forth in the Merger Agreement.