Examples of Purchase Price Escrow in a sentence
Subscriber and the Partnership shall have the right to set off any claims made under Section Thirteenth, paragraph (b) above against the Adjusted Purchase Price Escrow Amount (as defined in Appendix A to the First Amendment).
Notwithstanding anything to the contrary herein, any obligation of Seller to Buyer for the post-closing adjustment under this Section 3.4 shall be limited to, and shall not exceed, the Purchase Price Escrow Amount, and Buyer shall have no claim against Seller for, or any recourse for recovery of, any amount beyond the Purchase Price Escrow Amount.
Further provisions governing release and delivery of the Purchase Price Escrow Funds shall be as set forth in Article 6 hereof.
In addition to entering into the escrow agreement in the form attached hereto as Exhibit 1-A, at the Effective Time Buyer and Sellers shall enter into a second escrow agreement substantially in the form attached hereto as Exhibit 1-B with such changes as First Union National Bank may in its reasonable discretion require, pursuant to which Buyer will deposit into escrow the sum of Seven Million Seventy-Five Thousand and No/100 Dollars ($7,075,000.00) (the "Purchase Price Escrow Funds").
The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.6.
If Seller owes any funds to Buyer hereunder at any time, Buyer shall be entitled, in good faith, to set-off such bona fide amounts against any sums owed by Buyer to Seller or to any of the Seller Executives at any time, subject to the right of Seller to issue a bona fide written objection in good faith to such set-off(s), in which event the set-off amounts subject to such objection shall be placed in escrow with the Purchase Price Escrow Agent until the objection is duly resolved.
At Closing, the Purchase Price Escrow Funds, including any interest thereon, shall be delivered to Sellers and shall be a credit to Buyer against the Purchase Price.
At the Closing, AlliedSignal shall issue and deliver to the Escrow Agent (i) the Purchase Price Escrow Shares, to be held in an escrow account pursuant to the terms of the Escrow Agreement until released from escrow pursuant to the terms of Section 1.6(f) of the Aerospace Agreement, and (ii) the Indemnification Escrow Shares, to be held in an escrow account pursuant to the terms of the Escrow Agreement until released as set forth in Section 1.5(b) or (d) of the Aerospace Agreement.
Seller and Purchaser agree that any disbursement of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund or the Purchase Price Escrow Fund to Seller may be treated for U.S. federal income tax purposes as consisting, in part, of imputed interest in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder.
At the Initial Closing, the Sellers shall execute and deliver to the Buyers and the Buyers shall execute and deliver to the Sellers, the Purchase Price Escrow Agreement and each shall cooperate to cause the Escrow Agent to execute and deliver the Purchase Price Escrow Agreement.