Additional Escrow Amount Clause Samples
Additional Escrow Amount. (a) From and after the Closing, the Additional Escrow Amount shall be used solely to pay (x) any severance payable (including benefits provided) (if any) under the applicable employment agreement (plus any interest accrued thereon and to be accrued thereon pursuant to the terms of the applicable employment agreements) to the Specified Employees, to which such Specified Employee may become entitled pursuant to their respective employment agreements, in the event any such Specified Employee’s employment with the Surviving Corporation or its Subsidiaries is terminated within 180 days of the Closing for any reason or (y) any payments for product development or commissions of laser technology related to Visotek, Inc. described on Exhibit E (Product Development or Commissions) hereto to the extent triggered by Parent affirmatively terminating its efforts to develop such technology within 180 days of the Closing for any reason (“Specified Payments”). Nothing herein changes entitlements under applicable employment agreements, which remain subject to all terms and conditions thereof.
(b) Upon receipt of reasonable evidence by the Securityholders’ Representative that any Specified Employee has been terminated by the Surviving Corporation or its Subsidiaries, within 10 days following termination of employment of any Specified Employee, Parent and the Securityholders’ Representative shall immediately deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release to Parent from the Additional Escrow Account, the amount equal to the severance payable (including benefits provided) (if any) under the applicable employment agreement (plus any interest accrued thereon and to be accrued thereon pursuant to the terms of the employment agreements) (each, a “Specified Employee Payment”). If any terminated Specified Employee is re-hired by Parent or its Affiliates at any time during the 180 day period following the date of such termination, Parent shall provide prompt written notice to the Securityholders’ Representative and such Specified Employee Payment with respect to such employee shall be promptly (but in all cases prior to the one year anniversary of the Closing) returned by Parent to the Additional Escrow Account.
(c) Upon receipt of reasonable evidence by the Securityholders’ Representative that any Specified Payment is payable, within 10 days following the occurrence of any event giving rise to an obligation to make Specified Payments, Parent a...
Additional Escrow Amount. The Additional Escrow Amount, from time to time, together with the interest earned thereon, shall be deposited and held in the Escrow Fund and released in accordance with Articles 4 and 5, respectively.
Additional Escrow Amount. Escrow Agent shall ------------------------- deliver the Additional Escrow Amount to Buyer on the New Closing Date.
Additional Escrow Amount. Upon execution of this ------------------------- Amendment, Buyer shall deposit $750,000.00 with the Escrow Agent ("Additional Escrow Amount") to be held pursuant to the Escrow Agreement as amended by this Amendment. The Additional Escrow Amount is to be held by the Escrow Agent in an interest-bearing account until the New Closing Date, as hereinafter defined, with all interest thereon accruing to the benefit of Buyer pursuant to the terms of the Escrow Agreement, as amended by this Amendment, and all interest already accrued on the Escrow Amount. The Additional Escrow Amount shall not include accrued interest.
Additional Escrow Amount. In the event that Closing occurs on or before the 14th calendar day following the entry of the Sale Order, Purchaser shall be entitled to deposit an amount equal to $500,000 of the Purchase Price (the “Additional Escrow Amount”) with an escrow agent pursuant to an escrow agreement to be entered into between the parties, to be used to reimburse Purchaser for reasonable and documented out-of-pocket costs and expense (including legal fees and expenses) incurred by Purchaser in connection with its participation in defending against any appeal, if any, that is filed during such 14-day period. The Additional Escrow Amount shall be released to the Sellers on the 15th day following the entry of the Sale Order, if no appeal shall have been filed during such 14-day period, or, if an appeal shall have been filed during such 14-day period, any remaining Additional Escrow Amount shall automatically and promptly be released to the Sellers upon final resolution of any such appeal.
Additional Escrow Amount. (I) In the event that the Parties cannot agree upon the amount of the Adjustment Amount in accordance with Section 3.02(a), then the amount in dispute, as reasonably determined by the Company, shall be deposited by the Company in escrow pursuant to the Escrow Agreement and held and distributed by the Escrow Agent as provided therein.
(II) Between the date hereof and the Closing Date, the Seller shall, or shall cause the Bank to, monitor and review the Bank's loan portfolio in accordance with past practice and applicable Law and shall classify the Bank's loans in accordance with the Loan Classification Policy. The Seller shall promptly advise the Company of the amount and other terms and specifics of each new Scheduled Loan (as defined below in this Section 3.02(b)(ii)). On the date five (5) days prior to the contemplated Closing Date (as determined by the Company pursuant to Section 2.02), the Seller shall deliver to the Company a list, certified as to its accuracy by the Chief Executive Officer of the Seller, of each of the loans or other lending relationships, if any, classified by the Seller or the Bank as of such date as a "4" or higher (e.g., "5" or "6") in accordance with the Loan Classification Policy (collectively, the "Scheduled Loans"). The Company and its advisors or representatives shall have the right to review the analyses and underlying loan documents and records related to the Scheduled Loans so identified by the Seller and any other loan documents or other information related to the Bank's loan portfolio deemed necessary by the Company, and the Seller and the Bank shall answer any questions of the Company and provide any additional information reasonably requested by the Company related to the classifications and quality of the Bank's loan portfolio generally. If the Company shall, prior to the Closing Date, notify the Seller that, in its reasonable opinion, the list of Scheduled Loans provided by the Seller should include any additional loan(s), then the Parties shall promptly attempt to resolve their disagreement and the Company shall provide to the Seller its rationale for the inclusion of any such additional loan(s) as a Scheduled Loan(s) pursuant to the Loan Classification Policy; provided, however, that the Closing shall not occur until such time as the Company shall agree to use the Seller's list of Scheduled Loans as provided by the Seller to the Company pursuant to the third sentence of this Section 3.02(b)(ii) or the Seller shall...
Additional Escrow Amount. Parent shall cause to be delivered to the Escrow Agent up to $1,400,000 of the Additional Consideration owed to the Securityholders pursuant to Section 3.5(d)(i) before distributing any such Additional Consideration to the Securityholders.
Additional Escrow Amount. In the event that the Wisconsin Tax Audit is not settled prior to the Closing in a manner reasonably satisfactory to Buyer, at the Closing, the Buyer shall pay or cause to be paid (by wire transfer of immediately available funds) $1,350,000 of the Initial Purchase Price (the "Additional Escrow Amount") into an escrow account as a source for any payment owing by the Company to the Wisconsin Department of Revenue in respect of the Wisconsin Tax Audit. The Additional Escrow Amount shall be held in escrow and disbursed pursuant to the terms of an escrow agreement between the Buyer, the Representative and the Escrow Agent, dated as of the Closing Date (the "Additional Escrow Agreement"), in form and substance reasonably satisfactory to the Buyer and the Representative.
Additional Escrow Amount. Concurrently with the closing of the transaction contemplated by the Contribution Agreement and the Purchase Agreement, the Company shall deliver or shall cause to be delivered $6,000,000 or such other amount sufficient to pay the May 1, 2000 intrust payment (the "Additional Escrow Amount") to the Escrow Agent for deposit into the Escrow Account against the Escrow Agent's written acknowledgment and receipt of the Additional Escrow Amount.