General Escrow Amount Clause Samples

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General Escrow Amount. The General Escrow Amount shall be a non-exclusive source of funds from which the indemnification obligations of Sellers and Beneficiaries may be satisfied. Buyers (or any member of the Buyer Group) may give to the Escrow Agent a copy of any notice of a Claim for indemnification which Buyers (or any member of the Buyer Group) gives to Sellers and Beneficiaries under this Article 10 during the term of the escrow established pursuant to the Escrow Agreement.
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General Escrow Amount. On the Effective Date, the Escrow Agent is hereby authorized to establish an escrow account and Parent will deposit into such account an amount with the Escrow Agent that the Parent and the Shareholders’ Representative agree have a value of $[9,450,000] of the Consideration otherwise payable to holders of Company Shares under Section 2.1.3 and 2.1.4 of the Merger Agreement, composed of (i) a promissory note of the Parent payable to the order of the Shareholders’ Representative substantially in the form of Exhibit I hereto, dated the Effective Date, in the principal amount of $ (such promissory note, and any promissory note executed and delivered pursuant to Section 2.3.1 hereof, is herein called the “Note”), (ii) [$•] (the “Funds”) and (iii) [•] shares of Parent Common Stock (the “Common Stock”) (such amount which at any particular time is then held in escrow under this General Escrow Agreement, as increased by any dividends, earnings, income, or interest earned on such amount pursuant to the terms hereof and as reduced in accordance with the procedures specified in this General Escrow Agreement, the “General Escrow Amount”). The General Escrow Amount will be held by the Escrow Agent as an escrow fund (a) for the purpose of securing certain claims by Parent for indemnification under Article VIII of the Merger Agreement, (b) for satisfying any award of reasonable attorneys’ fees and charges and costs of arbitration in favor of Parent or the Shareholders’ Representative under Section 2.3 or Article 3 hereof (a “Prevailing Party Award”), (c) for funding payments related to Net Working Capital to the extent required by Section 2.3 of the Merger Agreement, and (d) for reimbursement of the Shareholders’ Representative’s fees and expenses in connection with the performance of its duties under the Merger Agreement and this General Escrow Agreement, as set forth in Section 5.3 of this General Escrow Agreement. The percentage of the General Escrow Amount (and the interest thereon) to which each holder of Company Shares is entitled is included on Schedule A. The Escrow Agent will have no duty or obligation to verify or confirm the accuracy, validity, or sufficiency of any of the percentages included on Schedule A attached hereto.
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General Escrow Amount. “General Escrow Amount” shall have the meaning set forth in Section 1.2(b)(i).
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General Escrow Amount. The "GENERAL ESCROW AMOUNT" shall be a number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the quotient obtained by dividing (A) $34 million by (B) the Average Price, by (y) 0.1.
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General Escrow Amount. The General Escrow Amount shall be non-exclusive source of funds from which the indemnification obligations of Shareholder under this Article 10 may be satisfied, except that the General Escrow Amount shall not be available for Claims for indemnification under Section 10.02(a)(vii).
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General Escrow Amount. Immediately following the Effective Time, Eight Million Dollars ($8,000,000.00) of the Purchase Price-Basic (the “General Escrow Amount”) shall be deposited into an escrow account (the “General Escrow Account”) to be established by Parent with Wells Fa▇▇▇ ▇ank, N.A. (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement to be executed by Parent, the Escrow Agent and the Equityholders’ Representative in the form attached hereto as Exhibit B (the “Escrow Agreement”), to serve as a source of payment and remedy for any claim for Damages for which any Parent Indemnitee is entitled to recovery as provided pursuant to Article IX and to serve as a source of payment for any Net Working Capital Deficiency Amount.
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General Escrow Amount. General Escrow Amount" shall mean ten percent (10%) of all shares of Parent Common Stock being received by shareholders of the Company and 10% of all shares of Parent Common Stock received by holders of Vested Option Shares when such Vested Option Shares are issued, in connection with the Merger. GOVERNMENT BID. "Government Bid" shall mean any quotation, bid or proposal submitted to any Governmental Body or any proposed prime contractor or higher-tier subcontractor of any Governmental Body.
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General Escrow Amount. On the date hereof, Buyer shall deliver $5,000,000 (the “General Escrow Amount”), in immediately available funds, to the Escrow Agent, as escrow agent. The General Escrow Amount shall be held by the Escrow Agent in an escrow subaccount (the “General Escrow Subaccount”) and shall at all times be invested in certificates of deposit, short term obligations of the United States government, or overnight money market funds, as specified in accordance with the joint written instructions of Buyer and Zartic from time to time received by the Escrow Agent. If no such instructions have been received, the Escrow Agent shall invest all amounts then held in the General Escrow Subaccount in an STI Classic Money Market Fund. The interest or other income earned as a result of any such investment shall be paid periodically to Zartic by Escrow Agent and shall not become part of the General Escrow Amount. The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Escrow Agreement. On or before the execution and delivery of this Escrow Agreement, each of the Buyer and Zartic shall provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Escrow Agreement or any income earned thereon.
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General Escrow Amount. On the Closing Date, Buyer shall deliver the General Escrow Amount, in immediately available funds, to the Escrow Agent, as escrow agent. The General Escrow Amount shall be held by the Escrow Agent in an escrow subaccount (the “General Escrow Subaccount”) and shall at all times be invested in certificates of deposit, short term obligations of the United States government, or overnight money market funds, as specified in accordance with the joint written instructions of Buyer and Shareholder from time to time received by the Escrow Agent. If no such instructions have been received, the Escrow Agent shall invest all amounts then held in the General Escrow Amount in Federated Treasury Obligations Fund (Trust Shares). The interest earned as a result of any such investment (“General Interest”) shall be credited to and deposited into the General Escrow Subaccount. The sum of the General Escrow Amount plus the General Interest from time to time held in the General Escrow Subaccount is referred to hereinafter as the “General Escrowed Funds”.
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Related to General Escrow Amount

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Three Hundred Forty-Seven Thousand Two Hundred Ninety-Nine Dollars ($347,299) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Escrow Fund (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

  • Indemnity Escrow As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent 7.5% of the Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date (the “Indemnity Escrow Termination Date”) that is fifteen (15) months from the Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

  • 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.