Escrow Amounts Sample Clauses
The 'Escrow Amounts' clause defines the specific funds or assets that are to be held in escrow during a transaction. Typically, this clause outlines the exact sum or property to be deposited with a neutral third party, the conditions under which the escrow is released, and the parties responsible for funding the escrow. For example, in a real estate deal, the buyer might deposit the purchase price into escrow until all contractual conditions are met. The core function of this clause is to safeguard the interests of both parties by ensuring that the agreed-upon assets are securely held and only released when all obligations are fulfilled, thereby reducing risk and building trust in the transaction.
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Escrow Amounts. (a) At the Closing, Buyer and the Members shall enter into the Escrow Agreement, pursuant to which Buyer will deposit with the Escrow Agent (i) the Indemnity Escrow Amount into the Indemnity Escrow Account, and (ii) the Adjustment Escrow Amount into the Adjustment Escrow Account.
(b) Except as otherwise provided in this Agreement, (i) the Indemnity Escrow Amount shall be retained by the Escrow Agent until the date that is eighteen (18) months following the Closing Date (the “Indemnity Escrow Release Date”) for the purpose of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(f), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent until such time as required to be distributed pursuant to Section 2.7, for the purpose of securing payment of any Aggregate True-Up Payment to Buyer.
(c) In accordance with, and subject to, the provisions of this Agreement and the Escrow Agreement, promptly (and in any event within three (3) Business Days) after the Indemnity Escrow Release Date, ▇▇▇▇▇▇▇▇ and Buyer shall deliver joint instructions to the Escrow Agent to release from the Indemnity Escrow Account an amount (the “Indemnity Escrow Release Amount”) equal to (i) the then-remaining funds in the Indemnity Escrow Account, minus (ii) the aggregate amount of all indemnity claims made by the Buyer Indemnified Parties in accordance with the terms hereof prior to the Indemnity Escrow Release Date (collectively, the “Pending Claims”) that remain unresolved as of 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. ▇▇▇▇▇▇▇▇ and Buyer shall instruct the Escrow Agent to release and pay the Indemnity Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions.
(d) Following the Indemnity Escrow Release Date, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, ▇▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Indemnity Escrow Account, minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date of the resolution of such Pending Claim to the Members in accordance with their respective Pro Rata Portions.
(e) The Parties agree to treat the Members as the owners of the Indemnity Escrow Amount and the Adj...
Escrow Amounts. Notwithstanding any other provisions of this Agreement to the contrary, (i) each distribution of Closing Consideration payable to an Escrow Participant pursuant to this Section 1.6 shall be reduced by such Escrow Participant’s Escrow Contribution in accordance with Section 10.3(a) and (ii) Parent shall hold back and pay to the Escrow Agent each Escrow Participant’s Escrow Contribution of the Escrow Amount.
Escrow Amounts. The Cash Escrow Deposit amounts and any benefits of any interest or other income earned thereon (collectively, the "ESCROW AMOUNTS" or "Escrow Funds"), shall be held by the Escrow Agent in accordance with the terms of this Agreement.
Escrow Amounts. At the Closing, the Purchaser shall deliver to Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”), under the escrow agreement dated the Closing Date, by and among the Purchaser, the Seller and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), (i) an amount equal to Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) (the “Indemnity Escrow Amount”) and (ii) an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Working Capital Escrow Amount” and, together with the Indemnity Escrow Amount, collectively, the “Escrow Amounts”).
Escrow Amounts. At the Closing, Purchaser shall deposit (i) an amount equal to the Indemnity Escrow Amount into an escrow account with the Escrow Agent (the “Indemnity Escrow Account”) and (ii) an amount equal to the Working Capital Escrow Amount into an escrow account with the Escrow Agent (the “Working Capital Escrow Account”), in each case to be held in escrow and disbursed pursuant to the terms and conditions of this Agreement and an escrow agreement by and among Purchaser, the Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). Upon the terms and conditions set forth therein, the Escrow Agreement will provide for the disbursement of (A) the Working Capital Escrow Amount in accordance with Section 2.4 and (B) the Indemnity Escrow Amount in accordance with Article IX and the release of the remaining portion of the Indemnity Escrow Amount, if any, on the date that is the earlier of (1) the date upon which the final audit report is delivered with respect to the audited financial statements of Parent for the year ended on or about December 31, 2017 or (2) the eighteen-month anniversary of the Closing Date (the earlier such date, the “Expiration Date”), less amounts then being held by the Escrow Agent pending resolution of indemnification claims of Purchaser Indemnified Parties pursuant to Article IX (which shall be disbursed thereafter in accordance with the Escrow Agreement).
Escrow Amounts. The “Indemnification Escrow Amount” shall be an amount equal to $6,586,790. The “Transaction Incentive Plan Indemnity Amount” shall be an amount equal to $413,210. Seller hereby authorizes and instructs Buyer, at the Closing, to deduct the Indemnification Escrow Amount from the Base Consideration and the Transaction Incentive Plan Indemnity Amount from the Expected Base Transaction Incentive Plan Amount, and to deliver such funds to the Escrow Agent to be held in an escrow account (the “Escrow Account”), in accordance with the terms and conditions of the Escrow Agreement.
Escrow Amounts. At the Closing, Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into an escrow account to be held by the Escrow Agent in accordance with the terms of this Agreement and the Adjustment Escrow Agreement.
(a) The amount of cash in the Adjustment Escrow Account (including any earnings on amounts held in the Adjustment Escrow Account) shall be available to offset any payments owed to Parent pursuant to Section 2.10 and shall serve as the sole and exclusive source of any and all payments to Parent by the Company Equity Holders, pursuant to Section 2.10.
(b) The terms of and timing of payments from the Adjustment Escrow Account shall be in accordance with this Agreement and the Adjustment Escrow Agreement.
Escrow Amounts. At the Closing, Buyer shall deposit or cause to be deposited: (i) $750,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; and (ii) $12,500,000 (the “Indemnity Escrow Amount”) into an account (the “Indemnity Escrow Account”) established pursuant to the terms of the Escrow Agreement.
Escrow Amounts. At the Effective Time, Parent shall deliver the Revenue Escrow Amount and the Client Escrow Amount to the Escrow Agent in accordance with the terms of the Revenue Escrow Agreement and the Client Escrow Agreement, respectively. Notwithstanding the foregoing, the Company acknowledges that, to the extent Parent does not have sufficient available cash at the Closing to deliver some or all of the Client Escrow Amount in cash to the Escrow Agent in accordance with the Client Escrow Agreement, Parent shall have the right to deliver to the Escrow Agent an interest-bearing senior subordinated promissory note (in form and substance reasonably acceptable to the Company) in the aggregate principal amount of such cash shortfall (the “Escrow Note”). The Escrow Note shall be secured by a first priority security interest on a number of shares of Parent Common Stock (rounded up to the nearest whole number) equal to the quotient of (i) the principal amount of the Escrow Note and (ii) $2.50. If Parent delivers the Escrow Note to the Escrow Agent, the principal amount thereof shall be reduced (and the security interest on proportionate number of shares of Parent Common Stock shall be released) thereafter by an amount equal to (a) the amount of the net proceeds received by Parent from any additional financing transactions pursuant the Private Placement which are consummated following the Closing Date, which amount shall be remitted by Parent to the Escrow Agent promptly after Parent’s receipt thereof and shall thereafter be held in escrow pursuant to the Client Escrow Agreement, and (b) the amount of any payments due to Parent from the Client Escrow Amount.
Escrow Amounts. Buyer shall withhold from the Closing Date Purchase Price an amount equal to $3,750,000 (the “Indemnity Escrow Amount”). At Closing, Buyer shall cause the Indemnity Escrow Amount and an amount equal to $3,750,000 (the “Purchase Price Escrow Amount”) to be delivered to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank N.A., as escrow agent (the “Escrow Agent”), pursuant to two escrow agreements by and among Buyer, Seller and Escrow Agent (respectively, the “Purchase Price Escrow Agreement” and the “Indemnity Escrow Agreement”) annexed hereto as Exhibit E and Exhibit F. The Purchase Price Escrow Amount and the Indemnity Escrow Amount shall be paid by the Buyer to the Escrow Agent at Closing by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Purchase Price Escrow Amount will be held by the Escrow Agent as partial security for the Purchase Price adjustments under Section 3.4. The Indemnity Escrow Amount will be held by the Escrow Agent as partial security for the obligations of Seller to Buyer pursuant to the terms of Section 9.1 of this Agreement. Obligations of Seller to Buyer pursuant to the terms of Section 9.1 of this Agreement shall be satisfied first by payment from the Indemnity Escrow Amount.