Initial Indemnification Escrow Amount definition

Initial Indemnification Escrow Amount is defined in Section 1.6(a).
View Source
Initial Indemnification Escrow Amount means $9,380,000.
View Source
Initial Indemnification Escrow Amount means $27,600,000.
View Source

Examples of Initial Indemnification Escrow Amount in a sentence

  • All cash issued to settle such Cancelled Option RSU shall be subject to, and each holder of such Cancelled Option RSU shall contribute to, the cash portion of the Initial Indemnification Escrow Amount.

  • The release of the amounts in the Selling Parties’ Representative Escrow Account will occur within ten Business Days of the last release by the Escrow Agent to the Disbursing Agent of the balance of the Initial Indemnification Escrow Amount pursuant to the terms of this Agreement and of the Escrow Agreement.

  • The fees and costs of the Arbitrator, if one is required, shall be paid by the party who submitted the Net Working Capital amount which was farther away from the Final Net Working Capital calculated by the Arbitrator and, in the case of the Shareholders' Representative, shall be paid from the Initial Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement (as defined in Section 3.3).

  • In the event that the Final Net Working Capital equals the Estimated Net Working Capital, no amount shall be deducted from, or added to, the Initial Indemnification Escrow Amount or otherwise paid to any party with respect thereto.

  • In the event that the actual Tax Refund Receivable as determined by the applicable regulatory authorities is equal to the Tax Refund Receivable used in the calculation of the Estimated Tax Refund Amount or the final determination of the Tax Refund Receivable is made by the applicable regulatory authorities following the first anniversary of the Closing Date, no amount shall be deducted from, or added to, the Initial Indemnification Escrow Amount or otherwise paid to any party with respect thereto.

  • At the Closing, pursuant to the Escrow Agreement, Parent shall pay or cause to be paid to the Escrow Agent, by wire transfer of immediately available funds to the applicable account set forth in the Escrow Agreement, the Initial Indemnification Escrow Amount to be held in the Indemnification Escrow Account.

  • The Escrow Agent agrees to accept delivery of the Initial Indemnification Escrow Amount and the Additional Indemnification Escrow Amount and to hold such amounts in a separate escrow account (the “Indemnification Escrow Account”), subject to the terms and conditions of this Agreement.

  • If Parent fails to defend or if, after commencing or undertaking any such defense, Parent fails to prosecute or withdraws from such defense, the Shareholders' Representative shall have the right to undertake the defense or settlement thereof, at the Company Equity Holders' expense, which reasonable expenses the Shareholders' Representative may recover from the Initial Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement.

  • To the extent that the actual expenses so incurred by Parent and the Surviving Corporation exceed the estimated amount of such expenses used in the calculation of the Estimated Tax Refund Amount, Parent shall be entitled to receive a refund of ninety percent (90%) of such excess, which amount shall be paid from the Initial Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement.


More Definitions of Initial Indemnification Escrow Amount

Initial Indemnification Escrow Amount means $11,000,000 (as such amount may be supplemented in accordance with Sections 2.4(d) and 2.5(b)).
View Source

Related to Initial Indemnification Escrow Amount

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Escrow Fund means the Indemnification Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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