Common use of Escrow Amount Clause in Contracts

Escrow Amount. Notwithstanding anything to the contrary contained herein, Buyer shall withhold from the Closing Date Payment an amount equal to 7.5% of the Closing Date Payment (the “Escrow Amount) for the purpose of providing funds to satisfy the indemnification obligations of the Operating Companies in Section 9.2 hereof. On the Closing Date, Buyer shall cause the Escrow Amount to be delivered to LaSalle Bank, National Association, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement by and among Buyer, the Operating Companies and the Escrow Agent (the “Escrow Agreement”) substantially in the form annexed hereto as Exhibit H and as such agreement may be amended from time to time by the parties thereto in accordance with the terms therein. Such Escrow Amount, together with any interest or earnings thereon, will serve as the sole source of funds to satisfy any amounts owed by any or all of the Operating Companies and ESOP Trust to Buyer under or in connection with this Agreement, including all obligations owed by the Operating Companies pursuant to Section 9.2 hereof, except to the extent otherwise provided in Sections 2.9, 3.1(e), 3.4, 7.24 and 9.2 hereof. 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 shall be released pursuant to the terms of the Escrow Agreement.

Escrow Amount. Notwithstanding (a) The parties hereto acknowledge and agree that notwithstanding anything contained herein to the contrary contained contrary, the Buyer shall hold back from delivery to the Sellers at the Closing Date, to be used for the purposes described herein, Buyer shall withhold from the Closing Date Payment an amount equal to 7.5% of the Closing Date Payment four million dollars ($4,000,000) (such amount, the “Escrow Amount) for the purpose of providing funds to satisfy the indemnification obligations of the Operating Companies in Section 9.2 hereof. On the Closing Date”), Buyer which amounts shall cause the Escrow Amount to be delivered to LaSalle Bank, National Association, as deposited into an escrow agent account with Equity Transfer & Trust Company (the “Escrow Agent”), pursuant to under the terms of an escrow agreement by and among Buyer, the Operating Companies in a form mutually agreeable to Buyer and the Escrow Agent Sellers (the “Escrow Agreement”). (b) substantially in The parties hereto acknowledge and agree that the form annexed hereto as Exhibit H and as such agreement may be amended from time to time by the parties thereto in accordance with the terms therein. Such Escrow Amount, together with any interest or earnings thereon, will serve as the sole source of funds to satisfy any amounts owed by any or all of the Operating Companies and ESOP Trust to Buyer under or in connection with this Agreement, including all obligations owed by the Operating Companies pursuant to Section 9.2 hereof, except to the extent otherwise provided in Sections 2.9, 3.1(e), 3.4, 7.24 and 9.2 hereof. The Escrow Amount shall be paid used to satisfy any right the Buyer may have to receive (A) an indemnification payment as provided in Section 11 and (B) a payment pursuant to Sections 2.1(c)(i), if any. On the date which is two (2) years from the Closing Date (such date, the “Expiration Date”), all amounts remaining as part of the Escrow Amount, if any, shall be released and transferred to the Sellers, and all rights of the Buyer with respect to such distributed portion of the Escrow Amount shall terminate. Notwithstanding any of the foregoing, if on the Expiration Date there exists any unresolved claims by the Buyer hereunder, then a portion of the Escrow Amount in an amount which the Buyer acting in good faith determines to be sufficient for the payment of all such unresolved claims shall be retained by the Escrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agentholding such applicable portion until full and final resolution thereof. The Cash Earn Out Consideration and the Escrow Amount shall be released pursuant to the terms of the Escrow Agreementtreated as deferred Cash Purchase Price for all Tax purposes.

Escrow Amount. Notwithstanding anything to (a) Upon confirmation that the contrary contained hereinArticles of Merger have been filed with the Secretary, Buyer Purchaser shall withhold from the Closing Date Payment an amount equal to 7.5% of the Closing Date Payment (the “Escrow Amount) for the purpose of providing funds to satisfy the indemnification obligations of the Operating Companies in Section 9.2 hereof. On the Closing Date, Buyer shall cause the Escrow Amount to be delivered to LaSalle Bank, National Association, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement by and among Buyer, the Operating Companies and deposit with the Escrow Agent Five Million Five Hundred Thousand Dollars (the “Escrow Agreement”$5,500,000) substantially in the form annexed hereto as Exhibit H and as (such agreement may be amended from time to time by the parties thereto in accordance with the terms therein. Such Escrow Amountinitial escrow amount, together with any interest or and earnings thereon, will serve as the sole source of funds to satisfy any amounts owed by any or all of the Operating Companies and ESOP Trust to Buyer under or "ESCROW AMOUNT") in connection with this Agreement, including all obligations owed by the Operating Companies pursuant to Section 9.2 hereof, except to the extent otherwise provided in Sections 2.9, 3.1(e), 3.4, 7.24 and 9.2 hereof. The Escrow Amount shall be paid to the Escrow Agent on the Closing Date cash payable by wire transfer of immediately available funds to for deposit in an escrow account (the account designated "ESCROW ACCOUNT") in writing by accordance with the terms and conditions of the Escrow AgentAgreement. The Escrow Amount shall consist of an initial amount of Five Hundred Thousand Dollars ($500,000) (such initial amount, together with interest and earnings thereon, the "WORKING CAPITAL INDEMNITY AMOUNT") and a second initial amount of Five Million Dollars ($5,000,000) (such second initial amount, together with interest and earnings thereon, the "GENERAL INDEMNITY ESCROW AMOUNT"). The Working Capital Indemnity Amount shall serve as security for the payment, if any, of the Negative Adjustment Amount to Purchaser in accordance with SECTION 1.8(d), and the General Indemnity Escrow Amount shall serve as security to satisfy any Loss(es) incurred by the Purchaser Indemnified Parties under ARTICLE 8 hereunder and any amount by which the Negative Adjustment Amount, if any, exceeds the Working Capital Indemnity Amount, and each shall be released pursuant to held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement.

Escrow Amount. Notwithstanding anything to the contrary contained herein, Buyer shall withhold from the Purchase Price otherwise payable at Closing Date Payment an amount equal to 7.5% of the Closing Date Payment $1,000,000 (the “Escrow Amount) for the purpose of providing funds to satisfy the indemnification obligations of the Operating Companies in Section 9.2 hereof"ESCROW AMOUNT"). On the Closing Date, Buyer shall cause the Escrow Amount to be delivered to LaSalle Bank, National Association, LASALLE BANK as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to an escrow agreement by and among Buyer, the Operating Companies Sellers and the Escrow Agent (the “Escrow Agreement”"ESCROW AGREEMENT") substantially in the form annexed hereto as Exhibit H having terms and as such agreement may be amended from time to time by the parties thereto in accordance with the terms therein. Such Escrow Amount, together with any interest or earnings thereon, will serve as the sole source of funds to satisfy any amounts owed by any or all of the Operating Companies and ESOP Trust conditions reasonably acceptable to Buyer under or in connection with this Agreement, including all obligations owed by the Operating Companies pursuant to Section 9.2 hereof, except to the extent otherwise provided in Sections 2.9, 3.1(e), 3.4, 7.24 and 9.2 hereofSellers. 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 shall will be released 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 AgreementAmount, 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.

Escrow Amount. Notwithstanding anything In respect of the Indemnifying Parties’ potential obligations (i) related to the contrary contained hereinpayment of any Adjustment Escrow Amount pursuant to Section 1.10(e), Buyer shall withhold from the Closing Date Payment an amount equal to 7.5% of the Closing Date Payment and (the “Escrow Amountii) for indemnification pursuant to Article VII, at the purpose of providing funds to satisfy the indemnification obligations of the Operating Companies in Section 9.2 hereof. On the Closing DateClosing, Buyer Parent shall deliver (or cause the Escrow Amount to be delivered delivered) to LaSalle Bank, National Association, Acquiom Clearinghouse LLC (or another institution mutually agreeable to Parent and the Company) as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement by and among Buyer, ” (A) the Operating Companies and the Escrow Agent (the “Escrow Agreement”) substantially in the form annexed hereto as Exhibit H and as such agreement may be amended from time to time by the parties thereto in accordance with the terms therein. Such Escrow Amount, together with any interest or earnings thereon, will serve as the sole source of funds to satisfy any amounts owed by any or all of the Operating Companies and ESOP Trust to Buyer under or in connection with this Agreement, including all obligations owed by the Operating Companies pursuant to Section 9.2 hereof, except to the extent otherwise provided in Sections 2.9, 3.1(e), 3.4, 7.24 and 9.2 hereof. The Adjustment Escrow Amount shall be paid to for deposit into the Adjustment Escrow Agent on Fund and (B) the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Indemnity Escrow Amount shall be released for deposit into the Indemnity Escrow Fund, each as established pursuant to the terms of the Escrow Agreement. Except as otherwise provided by Applicable Law, the Adjustment Escrow Fund and the Indemnity Escrow Fund shall be held as trust funds and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person. The Adjustment Escrow Amount and the Indemnity Escrow Amount shall be released to the Indemnifying Parties in accordance with Section 1.10 and Section 7.6, respectively; provided, that if on or prior to the escrow release date set forth in Section 7.6, Parent notifies the Securityholder Representative in writing of a claim for indemnification pursuant to Article VII which Parent reasonably believes may be satisfied from the Indemnity Escrow Fund in accordance with Section 7.2(b), then, for each such claim, an amount equal to such claim shall not be released from the Indemnity Escrow Fund.