First Escrow Period Clause Samples

The 'First Escrow Period' clause defines the initial timeframe during which funds or assets are held in escrow as part of a transaction. Typically, this period begins upon execution of the agreement and lasts until certain conditions—such as the completion of due diligence or satisfaction of contingencies—are met. By clearly establishing when the escrow arrangement starts and ends, this clause ensures both parties understand when their obligations regarding the escrowed assets commence and conclude, thereby reducing uncertainty and facilitating a smooth transaction process.
First Escrow Period. (a) If, by 12 noon on the last day of the First Escrow Period, the Purchaser shall not have notified the Sellers of a Claim then £600,000 of the amount in the Escrow Account shall be paid to the Sellers. If by such time a Claim shall have been so notified, paragraphs 3.2(b), 3.2(c) and 3.3(d) shall apply. (b) If a Claim is so notified and is settled or otherwise determined within the First Escrow Period, there shall be paid out of the Escrow Account to the Purchaser an amount equal to the amount of the Claim (as so settled or determined) in satisfaction of the relevant liability together with interest in accordance with paragraph 2.3 or, if the aggregate amount in the Escrow Account is less than the amount of the Claim (as so settled or determined), the aggregate amount then standing to the credit of the Escrow Account towards satisfaction of the relevant liability. (c) If a Claim is so notified within the First Escrow Periods and proceedings in respect of such Claim are commenced within the period specified in paragraph 1.1 of schedule 5 but such Claim is not settled or otherwise determined prior to the expiry of the First Escrow Period, then within 5 Business Days of the expiry of the First Escrow Period the Purchaser shall notify the Sellers in writing of its estimate of the amount of such Claim(s) such notice to be accompanied by the written opinion of Counsel of not less than 5 years’ call to the effect that it can be said that the Purchaser has a real prospect of succeeding on the Claim(s) to the extent of the amount so estimated or, if less, the amount stated in the opinion. Subject to receipt by the Sellers of such notice and opinion within such period there shall be paid out of the Escrow Account to the Sellers an amount equal to £600,000 less the aggregate of (i) the amount so estimated or stated, and (ii) any amounts paid out of the Escrow Account to the Purchaser in accordance with paragraph 3.2(b).
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First Escrow Period. Within three (3) business days ------------------- following the 100/th/ day following the Closing (the "First Escrow Period"), the ------------------- Escrow Agent shall release to Seller by wire transfer of a portion of the Escrow Fund into a bank account designated by Seller, a cash amount equal to two-thirds of the Escrow Fund, less an amount equal to the sum of (x) all amounts theretofore distributed out of the Escrow Fund to the Buyer Indemnitees pursuant to this Section 7.3, and (y) an amount that would be equal, together with the balance of the Escrow Fund that would otherwise remain in the Escrow Fund, to such portion of the Escrow Fund which, in the judgment of Parent, subject to the reasonable objection of the Seller and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the First Escrow Period, which amount shall remain in the Escrow Fund until such claims have been resolved.
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First Escrow Period. Upon the expiration of the First Escrow Period, the First Escrow Fund shall terminate automatically and without further notice or action on the part of any party and all First Escrow Shares, New Shares, cash dividends or other property attributable thereto and which have not been released from the First Escrow Fund pursuant to this Agreement shall be delivered to the Warrantors in accordance with this Agreement; provided, however, that a number of First Escrow Shares, which, in the reasonable judgment of Purchaser is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of the First Escrow Period with respect to facts and circumstances existing on or prior to the First Escrow Termination Date shall remain in the First Escrow Fund (and the First Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Purchaser agrees to notify the Escrow Agent in writing of the expiration of the First Escrow Period.
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First Escrow Period. If there have been no Indemnity Claims made by a Buyer Indemnified Party ) during the first 9 months after the Closing Date (the “First Escrow Period”), then, within 5 Business Days after the expiration of the First Escrow Period, Buyer and Sellers Representative shall execute and deliver joint written instructions to the Escrow Agent to pay to Sellers (pro rata in accordance with their respective Pro Rata Percentages) an aggregate amount of $2,000,000 (which equates to 50% of the Indemnity Escrow Amount), by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Sellers. If there have been such Indemnity Claims during the First Escrow Period, then Buyer and Sellers shall execute and deliver joint written instructions to the Escrow Agent to pay to Sellers (pro rata in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Sellers, an amount equal to: (i) $2,000,000, (ii) less the sum of (A) all Indemnity Claims made by a Buyer Indemnified Party that have been finally determined as a Liability of Sellers in accordance with this Article VII as of such date and (B) Buyer’s good faith estimate of the aggregate amount of all unresolved claims for indemnification asserted under this Article VII by a Buyer Indemnified Party (collectively, the “Unresolved Claims”) as of such date.
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First Escrow Period. If there have been no claims for payment of a Shortfall Amount under Section 1.5(c) and no claims for indemnification made by a Buyer Indemnified Party during the first 9 months after the Closing Date (the “First Escrow Period”), then, within 5 Business Days after the expiration of the First Escrow Period, Buyer and Seller shall execute and deliver Joint Written Instructions to the Escrow Agent to pay to Seller an aggregate amount of $5,000,000 (which equates to 50% of the Escrow Amount), by wire transfer of immediately available funds in accordance with Seller’s wire transfer instructions. If there have been such claims during the First Escrow Period, then Buyer and Seller shall execute and deliver Joint Written Instructions to the Escrow Agent to pay to Seller, by wire transfer of immediately available funds in accordance with Seller’s wire transfer instructions, an amount equal to:
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Related to First Escrow Period

  • Escrow Period The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following: a. The date upon which Escrow Agent has received the Escrow Amount cleared in the Escrow Account and the Issuer and/or Broker instructed a partial or full closing on those funds, provided, however, that the Escrow Amount does not exceed the Maximum Amount of the Offering.; or b. The date which is one year from the date of qualification of the Offering by the Securities and Exchange Commission; or c. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or d. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied.

  • Unused Escrow Funds In the event that a Closing does not occur when required under the Contract, or in the event that the Closing does occur but Escrow Funds remain in an account with Escrow Agent, the Escrow Agent shall notify OPWC in writing promptly thereafter. After receipt of such notice, OPWC shall deliver written instructions to Escrow Agent directing Escrow Agent’s release of the Escrow Funds. Immediately upon Escrow Agent’s receipt of such notice from OPWC, Escrow Agent shall release the Escrow Funds, or balance thereof, in accordance with OPWC’s written instructions.

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.