Indemnification Escrow Amount definition

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

Indemnification Escrow Amount has the meaning set forth in Section 3.1(c).

Indemnification Escrow Amount shall have the meaning set forth in Section 1.10(ii).

Examples of Indemnification Escrow Amount in a sentence

• In no event shall the Buyer Indemnitees be entitled to recover an aggregate amount pursuant to this ARTICLE 9 in excess of the available portion of the Indemnification Escrow Amount at any given time.

• Pursuant to the Escrow Agreement attached hereto as Exhibit E (the “Escrow Agreement”), Purchaser and the Stockholder Representative (on behalf of the Company Securityholders) shall on the Closing Date appoint Delaware Trust Company as the escrow agent (in such capacity, the “Escrow Agent”) to hold the Adjustment Escrow Amount and the Indemnification Escrow Amount in two segregated accounts.

• The Closing Purchase Price will equal (A) the Base Purchase Price, less (B) the Closing Date Loan Balance, less (C) any Estimated Expense Overruns, less (D) the Indemnification Escrow Amount, less (E) the Banker Fees, less (F) the Estimated Unpaid Intercompany Receivables, less (G) the Pre-Closing Severance Payments.

• Subject to the limitations set forth in Section 8.2(b) hereof, Buyer Indemnitees shall be required to recover any Buyer Damages for which Sellers are obligated to indemnify under this Section 8.2, (i) first, from the Escrow Agent, an amount equal to any Buyer Damages any such Buyer Indemnitee may suffer hereunder pursuant to Section 8.7 hereof and (ii) second, if and to the extent that the Indemnification Escrow Amount is not sufficient to cover such Buyer Damages, from Sellers.

• Xxxx and Xxxx XxXxxxxxx to be effective at the Effective Time and (B) any other new Benefit Plan that is effective at or following the Effective Time) would not be deductible as a result of Section 280G, the Company shall be entitled to recover the value of such lost deductions (excluding any deductions that are Compensation Transaction Deductions) to the Company solely from the Indemnification Escrow Amount.

More Definitions of Indemnification Escrow Amount

Indemnification Escrow Amount means $1,500,000.

Indemnification Escrow Amount means $5,000,000.

Indemnification Escrow Amount has the meaning set forth in Section 1.8.

Indemnification Escrow Amount shall have the meaning ascribed to it in Section 2.3(b) hereof.

Indemnification Escrow Amount means an amount equal to $5,850,000, to be deposited into escrow pursuant to the Escrow Agreement.

Indemnification Escrow Amount means an amount equal to $17,550,000.

Indemnification Escrow Amount shall have the meaning referenced in Section 1.7.1.