Additional Escrow Amount Sample Clauses

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.
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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...
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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.
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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.
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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...
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Additional Escrow Amount. Escrow Agent shall ------------------------- deliver the Additional Escrow Amount to Buyer on the New Closing Date.
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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.
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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.
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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.
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Related to Additional Escrow Amount

  • 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 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 Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (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.

  • 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.

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Escrow Fund At the Effective Time the Company's shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company shareholder, will be deposited with Chase Manhattan Bank and Trust Company, N.A. (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 8.2(h) below)) as Escrow Agent (the "ESCROW AGENT"), such deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate Parent Common Stock and Parent Preferred Stock to which such holder would otherwise be entitled under Sections 1.6(c), (d) and (e) and shall be in the respective share amounts and percentages listed opposite each Company's shareholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). All shares of Parent Common Stock and Parent Preferred Stock contributed to the Escrow Fund shall be vested and not subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation. The Escrow Fund shall be available to compensate Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense, as well as adjustments relating to Execution Net Book Value pursuant to Section 1.6(b) (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement and delivered by the Company in connection with the Merger), or (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein; provided that such claims must be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in Section 8.2(d) below) identifying Losses, the aggregate amount of which exceed $500,000 (except in the case of Losses arising from any breach or inaccuracy of Section 2.3, as to which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (f) and such amount is determined pursuant to this Article VIII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (including any Losses within the $500,000 threshold) for which there is no objection or any objection had been resolved in accordance with the provisions of this Article VIII; provided, however, that to the extent third-party expenses, including, without limitation, legal and accounting fees incurred by the Company in connection with this Agreement and the Merger exceed $50,000 in the aggregate, such excess shall be deemed a Loss for purposes of Article VIII and shall be immediately reimbursable to Parent in accordance with this Article VIII (without regard to the $500,000 minimum threshold for Losses and without counting toward the $500,000 threshold). For purposes of this Article VIII, the phrases "Company shareholders" and "shareholders of the Company" shall refer to the shareholders of the Company immediately prior to the Effective Time.

  • Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $56,000,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of such sum from the Underwriters, to confirm such receipt by executing (by manual or facsimile signature) and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest ("Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • 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.

  • 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.

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