Escrow Amount Clause Samples

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. (i) The term “Escrow Amount” means an amount in cash equal to the sum of (A) $976,000.00 (the “General Escrow Amount”), plus (B) the Specified Liability Escrow Amount (as defined below).”

Escrow Amount. Participant hereby authorizes and instructs Fantex to deduct from the Purchase Price otherwise payable to Participant, an aggregate amount equal to the Escrow Holdback. Fantex shall deposit the Escrow Holdback into an escrow account (the “Escrow Account” and all such funds included in the Escrow Account, the “Escrow Funds”) established pursuant to the terms of a written escrow agreement (the “Escrow Agreement”) mutually agreed among the Parties and a financial services institution agreed to in writing by the Parties (the “Escrow Agent”) based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.

Escrow Amount. The parties hereby acknowledges and agree that FCI shall receive and retain the certain proceeds of the above referenced loan in FCI's trust account (the “Trust Account”). FCI shall receive and retain (Dollar Amount)$ to be held in the Trust Account. Thereafter, upon the specific written direction of the Lender, FCI shall disburse portions, or all of the funds as directed by the Lender. Borrower and Lender agree that all funds deposited into the Trust Account shall be held by FCI in a non-interest bearing account. The parties agree that FCI shall not be held responsible for any losses from the holding of the funds in the Trust Account or the disbursement of said funds upon the instruction of Lender. Borrower shall be responsible for any fees charged by FCI for any disbursement under the terms of the agreement which fees shall be charged in the sum of $55.00 per draw (includes wire), and paid from the proceeds held in reserve. Neither Lender nor Borrower shall have any claim or rights against FCI for the disposition of the Escrow Deposit in accordance with this Agreement, except in the case of gross negligence or willful acts of FCI.

Escrow Amount. During the Escrow Period, upon the payment of the Promissory Note, Purchaser shall promptly deliver to the Escrow Agent $7,000,000 in cash from such payment (the “Promissory Note Escrow Amount” and, together with the Initial Escrow Amount, the “Escrow Amount”), by wire transfer of immediately available funds.

Escrow Amount. On the later of 45 Business Days from the date hereof and September 15, 1996 (unless this Agreement is terminated prior to such date pursuant to Section 9.3), $550,000 of the Purchase Price ("Escrow Amount") shall be deposited by Buyer into an interest bearing escrow account set up and maintained by the Escrow Agent pursuant to the Escrow Agreement. All fees, costs and expenses of the Escrow Agent to be paid pursuant to the Escrow Agreement shall be payable one-half by Buyer and one-half by Seller.

Escrow Amount. The "ESCROW AMOUNT" shall be a number of shares of Parent Common Stock obtained by multiplying (x) the Aggregate Company Common Number by (y) the Exchange Ratio by (z) 0.10.

Escrow Amount. 4.6.1 Subject to the terms of this Clause 4.6, Clause 4.7.4 (if applicable) and Clause 5 (Escrow), the Sellers shall be entitled to receive the Escrow Amount on the Escrow Release Date such amount to be satisfied out of, and deducted from, the amount standing to the balance of the Escrow Account from time to time in accordance with Clause 5 (Escrow). 4.6.2 If on the Escrow Release Date: (a) a Due Amount (or any part of it) is outstanding, the Buyer shall be entitled (at its sole discretion) to satisfy all (to the extent possible) or part of the Sellers’ liability to pay the Due Amount by way of set-off against the Escrow Amount then payable, and to treat its obligation to pay such Escrow Amount as being reduced pro tanto by the amount so set-off pursuant to this Clause 4.6.2; and/or (b) if there is an Outstanding Claim, the Buyer shall be entitled (at its sole discretion) to withhold from the Escrow Amount then payable an amount equal to the Estimated Liability or, if lower, the full amount of the Escrow Amount. Where the provisions of Clause 4.6.2(b) apply, the Buyer and the Sellers shall use all reasonable endeavours to agree the Estimated Liability in respect the Outstanding Claim as soon as possible and in any event at least five (5) Business Days prior to the Escrow Release Date. If they fail to resolve such matters five (5) Business Days prior to the Escrow Release Date, the Buyer or the Sellers may refer such matter in dispute to an Expert for a resolution in accordance with the procedure set out in paragraph 3 of Schedule 5 (Completion Accounts) mutatis mutandis and the Parties agree that no amounts shall be released from the Escrow Account pending the Expert’s determination of the relevant matter in dispute. 4.6.3 Nothing in this Clause 4.6 shall prejudice, limit or otherwise affect: (a) any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this Deed or any other Transaction Documents; or (b) the Buyer’s right to recover against the Sellers, whether before or after the payment of the Escrow Amount is made in accordance with this Deed. ​ 4.6.4 Any amount withheld by the Buyer in accordance with this Clause 4.6 shall not be regarded as imposing any limit on the amount of any claims under this Deed or any other Transaction Documents. 4.6.5 If a Due Amount is not satisfied in full by way of set-off under this Clause 4.6, nothing in this Deed shall prevent or otherwise restrict the Buyer’s right to recover ...

Escrow Amount. Notwithstanding anything to the contrary contained herein, Buyer shall withhold from the Purchase Price otherwise payable at Closing an amount equal to $1,000,000 (the "ESCROW AMOUNT"). On the Closing Date, Buyer shall cause the Escrow Amount to be delivered to LASALLE BANK as escrow agent (the "ESCROW AGENT"), pursuant to an escrow agreement by and among Buyer, Sellers and Escrow Agent (the "ESCROW AGREEMENT") having terms and conditions reasonably acceptable to Buyer and Sellers. The Escrow Amount shall be paid to the Escrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Escrow Amount will be held by the Escrow Agent as partial security for the obligations of Sellers to Buyer pursuant to the terms of SECTION 9.2 of this Agreement. Obligations of Sellers to Buyer pursuant to the terms of SECTION 9.2 of this Agreement shall be satisfied first by payment from the Escrow Amount, but shall not be limited at any time to the value of the Escrow Amount. Sellers acknowledge and agree that Buyer's exercise of its rights under the Escrow Agreement shall not limit Buyer's right to recover any amounts owed to it that exceed the Escrow Amount and application of the Escrow Amount shall not be in substitution of or in any way limit Buyer's exercise of its other rights and remedies hereunder, or under any other agreement or applicable law.