Escrow Holdback Sample Clauses

Escrow Holdback. At Closing, a portion of the Purchase Price equal to One Hundred Thousand Dollars ($100,000) (the “Holdback”) shall remain in escrow (the “Holdback Escrow”) with the Escrow Holder, pursuant to the terms of the “Holdback Agreement” attached hereto as Exhibit A and incorporated herein by this reference, which the parties will execute and deliver to Escrow at Closing. Any disbursement of the Holdback to Buyer in accordance with the Holdback Agreement shall result in a reduction of the Purchase Price. Notwithstanding the foregoing, for convenience the parties agree that the Purchase Price inclusive of the Holdback shall be the sum reported for purposes of calculating transfer taxes and value of the Property at Closing

Escrow Holdback. At the Closing, Seller shall deliver to Escrow Agent an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash (the “Holdback Amount”) or instruct Escrow Agent to retain the Holdback Amount from the sale proceeds which would otherwise be disbursed to Seller (such cash, the “Holdback”). The Holdback shall be security for any claims made by Buyer with respect to Seller’s liability after the Closing Date for breaches of any Seller representations, and shall be held by Escrow Agent pursuant to the terms of an escrow agreement in form attached as Exhibit Q hereto (the “Surviving Escrow Agreement”). Seller, Buyer and Escrow Agent shall execute and deliver the Surviving Escrow Agreement at the Closing. Following the Closing and the funding of the Holdback Amount, Seller shall have the right to assign all of its right, title and interest in and to the Surviving Escrow Agreement in accordance with the terms thereof. Following final determination or settlement of the amount of any costs, liabilities, damages or expenses for which Seller is liable in respect of any breach of any Seller representations, Seller and Buyer shall jointly execute a written instruction to the Escrow Agent setting forth the aggregate amount in dollars of the applicable loss that the Escrow Agent is required to disburse funds from the Holdback. From time to time, the Escrow Agent will disburse funds from the Holdback to Buyer or Seller or its designee, as applicable, as Escrow Agent may be directed in joint written instructions of Seller and Buyer or as directed by court order. In the event that there have been no claims asserted by Buyer prior to the last day of the Survival Period (as hereinafter defined) (time being of the essence as to such date), Escrow Agent shall automatically disburse the Holdback as directed by Seller on the first business day after the expiration of the Survival Period. In the event that there have been claims asserted by Buyer prior to the end of the Survival Period which in the aggregate (together with the amount of any previously resolved post-closing claims) are equal to or greater than the Floor but are less than the amount of the Holdback, then, upon the expiration of the Survival Period, Escrow Agent shall continue to hold an amount of the Holdback equal to the aggregate amount so claimed by Buyer, and the balance shall be disbursed as directed by Seller. The provisions of this Section 10 shall survive the Closing.

Escrow Holdback. 4.1 Pursuant to the Securities Purchase Agreement, a minimum of $186,000 (if the Minimum Amount is raised) and a maximum of $240,000 (if the Maximum Amount is raised), or a pro rata portion in between such minimum and maximum amounts depending on the gross proceeds of the Offering (the “Holdback Amount”) of the Escrowed Funds, constituting an amount sufficient to satisfy the payment to the Investors of one quarterly interest payment due on the aggregate principal amount of all Notes issued in the Offering, shall be retained by the Escrow Agent. Notwithstanding anything to the contrary contained herein, upon written notification by the Placement Agent to the Escrow Agent that an Event of Default (as defined in the Note) under Section 6(a) of the Notes has been declared by the Placement Agent with respect to a failure by the Company to make a quarterly interest payment in accordance with the Notes (the “Interest Payment Notice”), the Escrow Agent shall disburse such portion of the Holdback Amount to the Investors and in the amounts as set forth in the Interest Payment Notice. 4.2 Until such time as 75% of the aggregate Conversion Shares have been issued upon conversion of the Notes, within thirty (30) days following the disbursement of the Holdback Amount in accordance with Section 4.1 hereof, the Company shall deposit an additional amount equal to the Holdback Amount with the Escrow Agent to be retained and disbursed in accordance with Section 4.1 hereof. 4.3 It is acknowledged and agreed that the Placement Agent may only deliver an Interest Payment Notice following complete fulfillment by the Placement Agent of all procedures, and the lapse of applicable cure periods, set forth in the Note relating to the declaration of an Event of Default under Section 6(a) of the Notes with respect to a failure by the Company to make a quarterly interest payment in accordance with the Notes. 4.4 At such time as 75% of the Conversion Shares have been issued upon conversion of the Notes (provided that the Company is not then in material breach of any of the Transaction Documents (as defined in the Securities Purchase Agreement)), the Placement Agent shall provide a joint written instruction to the Escrow Agent directing that all remaining funds of the Holdback Amount shall promptly be disbursed to the Company.

Escrow Holdback. On the Closing Date, Seller shall deposit in an interest-bearing escrow account with the Title Company the total sum equal to Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Escrow Holdback”). The Escrow Holdback shall be held by the Title Company and distributed in accordance with the terms of an escrow holdback agreement to be entered into by and among the Seller, Buyer and New Operator (the “Escrow Holdback Agreement”). The purpose of the Escrow Holdback shall be to provide Buyer and New Operator with readily available funds for satisfaction of all payment of any amounts due with respect to any of the Seller’s indemnification obligations pursuant to this Agreement and to New Operator under the OTA, in all instances made before the three (3) year anniversary of the Closing Date (the “Escrow Release Date”). On the first-year anniversary of the Closing Date, a portion of the Escrow Holdback shall be released to Seller such that the balance of the funds remaining in the Escrow Holdback shall be equal to Two Hundred Thousand Dollars ($200,000.00). On the second-year anniversary of the Closing Date, a portion of the Escrow Holdback shall be released to Seller such that the balance of the funds remaining in the Escrow Holdback shall be equal to One Hundred Thousand Dollars ($100,000.00). On the Escrow Release Date, the Title Company shall deliver to Seller all amounts remaining in the Escrow Holdback, provided that on such date there does not exist a pending or unresolved Escrow Claim, in which event the amount of such pending or unresolved claim shall remain in the Escrow Holdback until paid to either Seller, Buyer or New Operator in connection with the resolution of such claim.

Escrow Holdback. Buyer and Seller agree that upon the Closing, $ of the purchase price under the Agreement (the “Holdback Amount”) shall not be released to Seller but shall instead be deposited into an escrow account with Escrow Agent. Escrow Agent shall not comingle the Holdback Amount with any other funds. The Holdback Amount: shall be invested by Escrow Agent in an interest-bearing account shall not be invested by Escrow Agent in an interest-bearing account

Escrow Holdback. At Closing Seller shall deposit with the Escrow Agent an amount in cash equal to the Cap, which amount shall be held in escrow during the Survival Period (or such longer period with respect only to any unresolved claims pending as of expiration of the Survival Period as provided in the Holdback Escrow Agreement) and disbursed pursuant to the terms of an escrow agreement in the form of Exhibit Q attached hereto (the “Holdback Escrow Agreement”).

Escrow Holdback. The Sellers and the Purchaser agree that $325,000 of the Cash Payment portion of the Purchase Price, plus an amount of $200,000 of the Cash Payment portion of the Purchase Price solely in the event the Estimated Tax Payment is not made by Sellers on or prior to Closing (the “Escrow Holdback”) shall be remitted in cash at Closing to the Escrow Agent. The Escrow Holdback shall be held and distributed by the Escrow Agent pursuant to the terms of an escrow agreement to be executed and delivered by the Escrow Agent, the Purchaser and the Sellers’ Representative at the Closing in the form of Exhibit H hereto (the “Escrow Agreement”). The Escrow Holdback shall serve as an escrow fund for payment and satisfaction of (i) any amounts owed by the Sellers to the Purchaser pursuant to Section 3.3 hereof, (ii) Sellers’ indemnification obligations under Section 11.1 hereof, and (iii) the payment of any Tax Deficiency Amount and shall be held and applied in accordance with the terms of the Escrow Agreement. If no claims have been timely made by the Purchaser under the Escrow Agreement, all funds remaining in the Escrow Holdback on the nine (9) month anniversary of the Closing Date shall be delivered by the Escrow Agent to the Sellers’ Representative.

Escrow Holdback. Seller and Buyer agree to a holdback of funds in the Escrow at Closing, in accordance with the following terms and conditions:

Escrow Holdback. Earnout Adjustment Notwithstanding the foregoing, if a Change in Control occurs and any amount of proceeds from such Change in Control is held back or set aside as part of an escrow arrangement (or otherwise, including, without limitation, as part of a reserve to cover potential losses and other claims not covered by any escrow arrangement), or not yet earned (such as an earnout) or otherwise is structured as or represents a contingent or deferred payment (such as a working capital adjustment payment), when such amount held back, set aside or deferred is released (or earned and released, as applicable) to the Company’s equity holders, any additional amounts payable to you in respect thereof shall be paid on the same schedule and in accordance with the same terms and conditions as the released escrow (or reserve or earnout) payments are to be made to the equity holders, if any; provided that, to the extent required to avoid incurring additional taxes under Section 409A, no amounts will be payable with respect to the Award after the fifth anniversary of the closing of the Change in Control.