Deposit Amount. Deposit Amount 5.6.1 Immediately prior to Signing, the Purchasers have procured the deposit of an amount of USD 200,000,000 (two hundred million US dollars) (the “Deposit Amount”) in cash into the Escrow Account as a security deposit against: (a) satisfaction of the liabilities of the Purchasers under Clause 10.16, including the Default Payment Fee payable by the Purchasers to the Seller under this agreement; and (b) payment of the Estimated Purchase Price at Completion of the Transaction, and the Parties have for this purpose entered into an escrow agreement with the Escrow Agent, which is attached hereto as Schedule 19 (Escrow Agreement) (the “Escrow Agreement”). 5.6.2 Any escrow fees related to the opening and keeping in place of the Escrow Account and payments to be made from the Escrow Account, shall be borne by the Purchasers. Any interest accrued on the Deposit Amount will be for the Purchasers. 5.6.3 Subject to Clause 10.16.3, at Completion any Deposit Amount remaining in the Escrow Account may be used by the Purchasers for the purpose of payment of the Estimated Purchase Price in accordance with Clause 6.2.1(c). 5.6.4 The Deposit Amount will, to the extent not paid out in accordance with the terms of this agreement, be held in the Escrow Account until fifteen (15) Business Days after the date of termination of this agreement for whatever reason. Any Deposit Amount remaining in the Escrow Account as at the date fifteen (15) Business Days after the date of termination of this agreement shall be returned to the Purchasers pursuant to the Escrow Agreement, unless the Seller notifies the Purchasers in writing within fifteen (15) Business Days after the date of the termination of this agreement that it claims payment of an amount pursuant to Clause 5.6.1(a), in which event only the amount of the Deposit Amount in excess of such claimed amount will be returned to the Purchasers.
Appears in 1 contract
Sources: Sale and Purchase Agreement (NXP Semiconductors N.V.)
Deposit Amount. Deposit Amount
5.6.1 Immediately prior to Signing, the Purchasers have procured the deposit of an amount of USD 200,000,000 (two hundred million US dollars) (the “Deposit Amount”) in cash into the Escrow Account as a security deposit against:
(a) satisfaction of the liabilities of the Purchasers under Clause 10.16, including the Default Payment Fee payable by the Purchasers to the Seller under this agreement; andand 18 / 52
(b) payment of the Estimated Purchase Price at Completion of the Transaction, and the Parties have for this purpose entered into an escrow agreement with the Escrow Agent, which is attached hereto as Schedule 19 (Escrow Agreement) (the “Escrow Agreement”).. Escrow Fee and interest
5.6.2 Any escrow fees related to the opening and keeping in place of the Escrow Account and payments to be made from the Escrow Account, shall be borne by the Purchasers. Any interest accrued on the Deposit Amount will be for the Purchasers.
5.6.3 Subject to Clause 10.16.3, at Completion any Deposit Amount remaining in the Escrow Account may be used by the Purchasers for the purpose of payment of the Estimated Purchase Price in accordance with Clause 6.2.1(c).
5.6.4 The Deposit Amount will, to the extent not paid out in accordance with the terms of this agreement, be held in the Escrow Account until fifteen (15) Business Days after the date of termination of this agreement for whatever reason. Any Deposit Amount remaining in the Escrow Account as at the date fifteen (15) Business Days after the date of termination of this agreement shall be returned to the Purchasers pursuant to the Escrow Agreement, unless the Seller notifies the Purchasers in writing within fifteen (15) Business Days after the date of the termination of this agreement that it claims payment of an amount pursuant to Clause 5.6.1(a), in which event only the amount of the Deposit Amount in excess of such claimed amount will be returned to the Purchasers.
Appears in 1 contract
Sources: Sale and Purchase Agreement