Common use of Escrow Holdback Clause in Contracts

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. The Sellers and the Purchaser agree that $325,000 of the Cash Payment portion of the Purchase Price▇▇.▇.▇. ▇▇ Closing, plus an amount of $200,000 of the Cash Payment a portion of the Purchase Price solely proceeds payable to Seller in the event the Estimated Tax Payment is not made by Sellers on or prior an aggregate amount equal to Closing Two Million Dollars ($2,000,000.00) (the “Escrow Holdback”) shall be remitted remain held by Escrow Agent in cash at Closing to accordance with the Escrow Agentprovisions of this Section 10.3. The Escrow Holdback shall be security for any claims made by Buyer with respect to Seller’s liability after the Closing for any Buyer claims under this Agreement, and 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 attached as Exhibit H K hereto (the “Surviving Escrow Agreement”). The Seller, Buyer and Escrow Holdback Agent shall serve as an escrow fund for payment execute and satisfaction deliver the Surviving Escrow Agreement at Closing. 10.3.2. Following final determination or settlement 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 amount of any Tax Deficiency Amount costs, liabilities, damages or expenses, if any, for which Seller is liable following the Closing, Seller and Buyer 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 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 as Escrow Agent may be directed in joint written instructions of Seller and Buyer or as directed by court order. ​ ​ ▇▇.▇.▇. ▇▇ the event that there have been no claims asserted by Buyer in excess of the amount of the Floor on or prior to the Sellers’ Representativelast day of the Survival Period (time being of the essence as to such date), Escrow Agent shall automatically disburse an amount equal to the Holdback to Seller on the first Business Day after the expiration of the Survival Period.