Payment in Escrow Sample Clauses

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Payment in Escrow. Prior to notarization of this Agreement, Purchaser has paid the USD Cash Consideration to a bank account of Purchaser’s attorney Drinker Biddle & Reath LLP, as escrow agent, to be held in escrow until the earlier of (i) Closing, at which time the USD Cash Consideration will be released to Seller pursuant to Section 1.6(b)(i); or (ii) termination of this Agreement by Purchaser pursuant to Section 12.1, at which time the USD Cash Consideration will be returned to Purchaser pursuant to Section 12.2. Seller and Purchaser acknowledge that the escrow agent is the Purchaser’s legal counsel and expressly agree that Drinker Biddle & Reath LLP shall act as escrow agent for the purposes outlined herein.
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Payment in Escrow. On or before the Option Closing Date Purchaser shall pay the Option Purchase Price to an escrow agent.
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Payment in Escrow. 2.4.1 If the Initial Security is provided in the form of cash, the Guarantor shall forthwith pay the required amount into an Escrow Account with an Escrow Bank, pursuant to an Escrow Agreement. All costs related to the Escrow Account shall be borne by the Guarantor without diminution of the amount in the Escrow Account. 2.4.2 If pursuant to the final decision (which decision shall not be subject to any further appeal by any of Beneficiaries, the Protected Parties or PPF) of any Dispute Resolution between the Beneficiaries and PPF related to the Demand Obligations (the "Final Decision"), any amount is awarded in favour of the Beneficiaries, the Escrow Bank shall pay to the Beneficiaries from the Escrow Account the lesser of: (i) the amount stated in the Demand; or (ii) the amount awarded to the Beneficiaries in respect of the Demand Obligations pursuant to the Final Decision (including any awards of costs and expenses of enforcement of the Demand Obligations (other than under this Guarantee) as awarded pursuant to the Final Decision). 2.4.3 To the extent that the amount in the Escrow Account is not sufficient to pay the amounts payable to the Beneficiaries pursuant to Clause 2.4.2 above, the Guarantor shall, forthwith on written demand from the Beneficiaries, pay to the Beneficiaries such additional amounts as may be required to fully discharge the amounts payable pursuant to Clause 2.4.2. 2.4.4 If at any time as a result of the Final Decision, the amount payable by PPF to the Beneficiaries in respect of the Demand Obligations pursuant to the Final Decision exceeds the amount demanded by the Beneficiaries pursuant to the relevant Demand and to the extent such additional amounts remain unpaid by PPF, the Beneficiaries may by written notice demand that the Guarantor pays such additional amounts and the Guarantor shall pay to Beneficiaries such additional amounts forthwith. 2.4.5 If pursuant to the Final Decision, the amount that is awarded in favour of the Beneficiaries is less than the amount in the Escrow Account, after payment in full to the Beneficiaries pursuant to Clause 2.4.2 above, the Guarantor shall be entitled to cause the Escrow Bank to pay forthwith to the Guarantor for the Guarantor's own account any remaining sum credited to the Escrow Account. 2.4.6 If pursuant to the Final Decision no amount is awarded in favour of the Beneficiaries, the Guarantor shall be entitled to cause the Escrow Bank to pay forthwith to the Guarantor for the Guarantor's...
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Payment in Escrow. If a decision of a court or other body of competent jurisdiction determines the unenforceability or invalidity of all of the claims of the Licensed Patents in a country in the Territory resulting in there being no Valid Claims remaining in that country covering the Licensed Products, then the amount of royalties to be paid to EPIX by Bracco in respect of Bracco Net Sales in that country pursuant to Section 2.4(b) thereafter will be put in escrow by Bracco awaiting a final decision by a court from which no appeal may be taken. In the event that the Threshold has not been achieved, only the actual royalty of [ * ] will be payable into the escrow account. Any royalties paid by Bracco to EPIX for any period during which a Valid Claim in a country is in full force and effect, prior to an adjudication of invalidity or unenforceability by a court or other body of competent jurisdiction, shall be nonrefundable
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Payment in Escrow. (a) In the event that on or before the date falling two (2) Business Days prior to the payment date of a Subsequent Payment, the Purchaser has notified the Sellers of one or more claims pursuant to Clause 11.5 of this Agreement (each a “Claim”), the Purchaser shall be entitled to pay, on or before the date of the payment date of a Subsequent Payment, an amount (not to exceed the amount of the Subsequent Payment) equal to
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Related to Payment in Escrow

  • Release Upon Payment in Full Upon Payment in Full, the Administrative Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties.

  • Payment in Cash An employee or the employee's estate (as the case may be) shall be entitled to payment in cash for gratuity days accumulated in the event of normal retirement at minimum to maximum age, death in the service, permanent disability or leaving the service after completion of three (3) years' continuous service.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • Payment in Lieu If an employer makes payment in lieu for all or any of the period of notice prescribed, the period for which such payment is made must be treated as service with the employer for the purposes of computing any service related entitlement of the employee.

  • Claims Upon Escrow Fund (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of Acquiror (an "Officer's Certificate") specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall deliver to Acquiror out of the Escrow Fund, as promptly as practicable, Escrow Shares, Performance Option Shares or other assets held in the Escrow Fund having a value equal to such Damages, provided, however, that except in such instance where a Target Stockholder has -------- ------- delivered cash in lieu of surrendering Escrow Shares pursuant to Section 8.5(c) below (in which instance such cash may be delivered alongside any Escrow Shares), the Escrow Agent shall deliver all of the Escrow Shares prior to delivering any Performance Option Shares or other assets held in the Escrow Fund. All shares of Acquiror Common Stock subject to such claims shall remain in the Escrow Fund until Damages are actually incurred or paid or the Acquiror determines in its reasonable good faith judgment and certifies to the Escrow Agent that no Damages will be incurred or paid (in which event such shares shall be distributed to the Target Stockholders in accordance with Section 8.4 above). (b) For the purpose of compensating Acquiror for its Damages pursuant to this Agreement, the Escrow Shares, the Merger Shares and the Performance Option Shares shall be valued at the greater of the fair market value on the date of certification of such claim pursuant to this section, as determined by the Board of Directors of Acquiror acting in good faith, or $2.00 per share, provided, however, that if such certification occurs after the initial public offering of the Acquiror's Common Stock (the Acquiror IPO"), the Escrow Shares, the Merger Shares and the Performance Option Shares shall be valued at the closing price on such date as quoted by the Wall Street Journal (or if such paper is not published on such date, the next preceding date of publication). Acquiror shall set forth such value in each Officer's Certificate identifying Damages. The Escrow Agent may rely on such certificate without inquiry and may assume that the value set forth therein has been determined in good faith in accordance with this Section 8.5(b). (c) Prior to the Acquiror IPO, if any Target Stockholder shall disagree with the fair market value of the Escrow Shares (or if any Principal Stockholder shall disagree with the fair market value of the Performance Option Shares) as determined by the Board of Directors of Acquiror and set forth in an Officer's Certificate as such, such Target Stockholder or Principal Stockholder (as applicable) may elect to pay all (but not less than all) of his or her respective portion of the Damages claimed in such Officer's Certificate in cash in lieu of surrendering Escrow Shares or Performance Option Shares. Any Target Stockholder electing to pay his or her respective Damages in cash must deliver such cash in immediately available funds to the Escrow Agent together with a letter indicating the purpose of such funds not later than 10 calendar days following the receipt of the Officer's Certificate relating to such Damages by either Stockholders' Agent. The date of receipt of any Officer's Certificate shall be determined in accordance with Section 9.2 hereof. If the Escrow Agent shall not receive such funds prior to such time, the Escrow Agent shall, at Acquiror's option, distribute such Target Stockholder's Escrow Shares, or such Principal Stockholder's Performance Option Shares, to the Indemnified Persons and shall return any funds received to such Target Stockholder or Principal Stockholder, as applicable. No interest shall accrue on any cash so delivered irrespective of the amount of time that such cash is held by the Escrow Agent.