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.
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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.
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Indemnity Escrow Fund is defined in Section 2.3(a).
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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.

  • As soon as practicable following the ultimate release of the remaining amounts in the Indemnity Escrow Fund, the Seller Representative shall distribute the remaining portion of the Seller Representative Expense Amount (if any) to the Sellers in accordance with their relative pro rata shares.

  • 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.

  • Prior to the release of the Indemnity Escrow Fund (as defined in the Xxxxxxxxxx.xxx Purchase Agreement) or any portion thereof to the Company, the Company shall direct the escrow agent to distribute to each Seller their portion of the amounts to be released in accordance with Schedule 4.5(a).

  • In the event that the full amount paid from the Indemnity Escrow Fund in respect of an Individual Seller Breach is greater than the payments that are withheld (or are anticipated to be able to be withheld), then the Seller associated with such Individual Seller Breach shall pay the balance to the Seller Representative (for the benefit of the Seller, other than the Seller associated with such Individual Seller Breach).


More Definitions of Indemnity Escrow Fund

Indemnity Escrow Fund has the meaning set forth in Section 1.8.
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Indemnity Escrow Fund means the amount escrowed pursuant to Section 12.6 hereof and maintained in accordance with the Escrow Agreement.
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Indemnity Escrow Fund means, at any given time, the funds contained in the Indemnity Escrow Account at such time.
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Indemnity Escrow Fund means the fund in which the Escrow Agent holds the Indemnity Escrow Fund Amount pursuant to the Escrow Agreement.
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Indemnity Escrow Fund shall have the meaning set forth in Section 9.3(a)(i).
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Indemnity Escrow Fund has the meaning given to such term in the Escrow Agreement.
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Indemnity Escrow Fund shall have the meaning set forth in the Merger Agreement.
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