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 Amount. Participant hereby authorizes and instructs Fantex to deduct from the Purchase Price otherwise payable to Participant, an aggregate amount equal to the Escrow Holdback. Fantex shall deposit the Escrow Holdback into an escrow account (the “Escrow Account” and all such funds included in the Escrow Account, the “Escrow Funds”) established pursuant to the terms of a written escrow agreement (the “Escrow Agreement”) mutually agreed among the Parties and a financial services institution agreed to in writing by the Parties (the “Escrow Agent”) based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.
Escrow Amount. Participant hereby authorizes and instructs Fantex to deduct from the Purchase Price otherwise payable to Participant, an aggregate amount equal to the Escrow Holdback. Fantex shall deposit the Escrow Holdback into an escrow account (the “Escrow Account” and all such funds included in the Escrow Account, the “Escrow Funds”) established pursuant to the terms of a written escrow agreement mutually agreed among the Parties and the Escrow Agent (the “Escrow Agreement”) based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.
Escrow Amount. The "ESCROW AMOUNT" shall be a number of shares of Parent Common Stock obtained by multiplying (x) the Aggregate Company Common Number by (y) the Exchange Ratio by (z) 0.10.
Escrow Amount. Out of the Purchase Price, Lantern shall retain and withhold $1,000,000.00 (the “Escrow Amount”), which amount shall be released under the following circumstances. The Parties will establish and maintain an Escrow of the Escrow Amount that is governed by an Escrow Agreement. Applicable amounts to be released to Allarity as specified below, shall be released within ten (10) business days of the applicable release triggering event in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by Allarity.
(a) $[***] will be released upon successful recertification of the existing Irofulven drug stock (596 50 mg/ml vials of Irofulven for injection; supply for 43 patients assuming 6 cycles of treatment per patient) with a shelf life expiration of July 31, 2022 or later. Costs related to recertification of drug stock will be deducted or offset from any released amount. The escrow amount released pursuant to this clause will also be proportionately reduced to the extent the available recertified drug stock is less than the total drug stock amount specified above. The Parties will use reasonable commercial efforts to assure that completion of the testing for potential recertification of the existing Irofulven drug stock occurs within ninety (90) days after the Closing Date. Testing for potential recertification of existing Irofulven drug stock shall be completed no later than one hundred twenty (120) days after the Closing Date, except in the event of (1) Allarity’s failure to provide material information and support, to deliver the actual existing drug supply, or provide relevant materials to be used in the testing of the existing drug supply, (2) the relevant contractor’s or contractors’ failure to perform or refusal to schedule such testing with sufficient time to obtain results within one hundred twenty (120) days after the Closing Date, or (3) customs delays, export/import delays, and/or other factors beyond the Parties’ reasonable control. In the event that Lantern elects not to conduct any testing for potential recertification of existing Irofulven drug stock within the time period provided, Lantern shall be obligated to release the escrow amount due pursuant to the terms under this Section 2.06(a) to Allarity within ten (10) days following expiry of the one hundred twenty (120) day period stipulated.
(b) $[***] will be released upon initiation of treatment of the first patient in an investigator-led “co...
Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Merger Consideration issuable or payable to such Converting Holder (whether as a Converting Holder or as a MRP Participant) pursuant to Section 1.3(a) and Section 1.4(d), as applicable, such Converting Holder’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount (each, in cash for the Non-Electing Investors and in shares of Acquirer Common Stock for the Electing Investors and MRP Participants) and shall deposit the Escrow Amount and Extended Escrow Amount with the Escrow Agent pursuant to Section 8.1. The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(i) and Article VIII, and shall be held and distributed in accordance with Section 1.6(i) and Article VIII. The adoption of this Agreement and approval of the Merger by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount and Extended Escrow Amount, the withholding of the Escrow Amount and Extended Escrow Amount by Acquirer and the appointment of the Stockholders’ Agent.
Escrow Amount. During the Escrow Period, upon the payment of the Promissory Note, Purchaser shall promptly deliver to the Escrow Agent $7,000,000 in cash from such payment (the “Promissory Note Escrow Amount” and, together with the Initial Escrow Amount, the “Escrow Amount”), by wire transfer of immediately available funds.
Escrow Amount. (a) The Escrow Agent shall hold the Escrow Stock, Escrow Cash and USVI Tax Escrow in accordance with the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, in substantially the form attached hereto as Exhibit 2.6 (the “Escrow Agreement”). The Escrow Stock and Escrow Cash shall remain in escrow following the Closing to cover any indemnification claims in accordance with the terms of the Escrow Agreement and Section 11.7 hereof. The USVI Tax Escrow shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure.
(b) The Escrow Agreement shall provide that the Escrow Stock shall be released as follows (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal to the Issuance Price:
(i) twenty-five percent (25%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the nine (9) month anniversary of the Closing Date (the “First Escrow Release Date”);
(ii) thirty-three and one-third percent (33.33%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the twelve (12) month anniversary of the Closing Date;
(iii) fifty percent (50%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the fifteen (15) month anniversary of the Closing Date; and
(iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”.
Escrow Amount. (i) The term “Escrow Amount” means an amount in cash equal to the sum of (A) $976,000.00 (the “General Escrow Amount”), plus (B) the Specified Liability Escrow Amount (as defined below).”
Escrow Amount. On the later of 45 Business Days from the date hereof and September 15, 1996 (unless this Agreement is terminated prior to such date pursuant to Section 9.3), $175,000 of the Purchase Price ("Escrow Amount") shall be deposited by Buyer into an interest bearing escrow account set up and maintained by the Escrow Agent pursuant to the Escrow Agreement. All fees, costs and expenses of the Escrow Agent to be paid pursuant to the Escrow Agreement shall be payable one-half by Buyer and one-half by Seller.
