Escrow Amount Sample Clauses

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 Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (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. At the Closing, Intermediate Corp shall deposit the Escrow Amount into an interest-bearing account (the “Escrow Account”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeiture.

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. Of the Base Ten Shares, 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE"), and (ii) the shares constituting the balance of the Escrow Amount will be released by Escrow Agent to Almedica not later than ten business days after the second anniversary of the date of this Agreement (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount will be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, but any such shares so issued as dividends shall be subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent on the First Release Date and the Second Release Date with respect to distributions of the Escrow Amount as set forth in the Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of any such dispute.

Escrow Amount. (a) On the Closing Date, Seller, Buyer and Escrow Agent shall enter into an Escrow Agreement providing for the formation of an escrow fund. In order to secure Seller’s indemnity obligations to Buyer under this Agreement, the Escrow Amount shall be deposited by wire transfer into an account designated by Escrow Agent in accordance with Section 2.3 to be held in escrow pursuant to the terms of the Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 10.10 and this Article X, is hereinafter referred to as the “Escrow Fund”). (b) Pursuant to the Escrow Agreement and subject to Section 10.11, the Escrow Amount shall be released from the Escrow Fund as follows: (i) On the eighteen (18) month anniversary of the Closing Date (the “First Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars ($15,000,000) less the sum of (x) any portion of the Escrow Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then in that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Fund by Escrow Agent to Seller on the First Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall...

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. (i) By virtue of this Agreement and as security for the indemnity obligations provided for in this Article VII, at the Effective Time Parent will deposit with the Escrow Agent the Escrow Amount (the “Escrow Fund”). Subject to the limitations in this Article VII, the Escrow Amount shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VII. If the Seller Indemnifying Parties shall become obligated to indemnify Parent or any other Parent Indemnified Party against any Losses pursuant to this Article VII, such Parent Indemnified Party shall be entitled, in addition to any other right or remedy it may have, but subject to the limitations in Section 7.4(d), and following the reduction of the Escrow Amount to zero (or, with respect to a Company Stockholder, the reduction of such Company Stockholder’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount to zero, as applicable) to set-off all or any portion of such Losses against any Earn-Out Payment that may become payable under Section 1.7(d) (or, with respect to a Company Stockholder, the portion of any Earn-Out Payment payable to such Company Stockholder, as applicable). The Parent Indemnified Parties shall not proceed directly against any Company Stockholder individually with respect to an indemnification claim pursuant to this Article VII unless such Company Stockholder’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been reduced to zero and then only to the extent that recovery is not excluded under Section 7.4(d) or otherwise. For avoidance of doubt, the parties hereto agree that none of the amounts due to a Participant under the Retention Bonus Plan shall be held in the Escrow Fund. (ii) On the date any claim becomes a Payable Claim for which a Parent Indemnified Party has elected to seek recovery from the Escrow Fund, each Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount shall be irrevocably and immediately reduced by the amount of such claim and payment of such amount from the Escrow Fund shall be made to the Parent Indemnified Parties in accordance with the Escrow Agreement and Section 7.5, provided, however, that, if and to the extent a Payable Claim is not payable by all of the Seller Indemnifying Parties based on their Interim Escrow Indemnity Pro Rata Share, each Seller Indemnifying Party’s ...

Escrow Amount. (a) The Maintenance Funds shall be administered by a committee of four individuals (the "MAINTENANCE COMMITTEE"), of which two shall be elected by Accuride (which initially shall be Xxxxxx X. Xxxxxxxx and Xxxx Xxxxxxxx Xxxxxx) and two shall be elected by the Sellers (which initially shall be Xxxxxxxx Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxx). All decisions of the Maintenance Committee shall be made by the majority vote of the Maintenance Committee; provided, however, that in the event that the Maintenance Committee is unable to concur on a decision, Xxxxxx X. Xxxxxxxx or his successor shall make the final decision on behalf of the Maintenance Committee in his sole discretion. The Maintenance Committee shall determine a ------------- ---------------- --------- --------- ----------- Accuride Servicios AISA IASA GIR Company schedule (the "MAINTENANCE SCHEDULE") establishing certain maintenance costs at the IASA Facility that are not considered to be incurred in the ordinary course of business (the "EXTRAORDINARY MAINTENANCE COSTS"). The Maintenance Committee shall deliver a notice to the Escrow Agent (as defined in the Escrow Agreement), providing instructions to deliver from the Maintenance Funds an amount equal to such Extraordinary Maintenance Costs to the appropriate party as set forth in the Maintenance Schedule. The term of the Maintenance Fund shall be for a period of thirty days after the Closing Date (the "MAINTENANCE FUNDS EXPIRATION DATE"). If the total sum of all Extraordinary Maintenance Costs set forth in the Maintenance Schedule is less than the Maintenance Funds, the Maintenance Committee shall deliver a notice to the Escrow Agent, instructing the Escrow Agent to deliver to IASA any amount remaining in the Maintenance Funds as of the Maintenance Funds Expiration Date. (b) The Raw Materials Funds shall be subject to the following: (i) Pursuant to the terms of the Wheel Requirements Agreement, the Company has been selling raw materials (the "Raw Materials") to IASA for IASA to manufacture Wheels for sale to the Company. IASA and the Company have agreed to amend the terms of the Wheel Requirements Agreement whereby the Company will continue providing Raw Materials to IASA, but retaining title thereto, for IASA to provide the corresponding Wheel manufacturing services to the Company, pursuant to the Wheel Requirements Agreement, as amended by Amendment No. 1 to the Wheel Requirements Agreement executed on the date hereof, a copy of which is attached her...

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.