Escrow Amounts. At the Closing, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Escrow Amount”) into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the nineti...
Escrow Amounts. The Cash Escrow Deposit amounts and any benefits of any interest or other income earned thereon (collectively, the "ESCROW AMOUNTS" or "Escrow Funds"), shall be held by the Escrow Agent in accordance with the terms of this Agreement.
Escrow Amounts. At the Closing, the Purchaser shall deliver to Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”), under the escrow agreement dated the Closing Date, by and among the Purchaser, the Seller and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), (i) an amount equal to Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) (the “Indemnity Escrow Amount”) and (ii) an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Working Capital Escrow Amount” and, together with the Indemnity Escrow Amount, collectively, the “Escrow Amounts”).
Escrow Amounts. At the Closing, Purchaser shall deposit (i) an amount equal to the Indemnity Escrow Amount into an escrow account with the Escrow Agent (the “Indemnity Escrow Account”) and (ii) an amount equal to the Working Capital Escrow Amount into an escrow account with the Escrow Agent (the “Working Capital Escrow Account”), in each case to be held in escrow and disbursed pursuant to the terms and conditions of this Agreement and an escrow agreement by and among Purchaser, the Sellers’ Representative and the Escrow Agent in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). Upon the terms and conditions set forth therein, the Escrow Agreement will provide for the disbursement of (A) the Working Capital Escrow Amount in accordance with Section 2.4 and (B) the Indemnity Escrow Amount in accordance with Article IX and the release of the remaining portion of the Indemnity Escrow Amount, if any, on the date that is the earlier of (1) the date upon which the final audit report is delivered with respect to the audited financial statements of Parent for the year ended on or about December 31, 2017 or (2) the eighteen-month anniversary of the Closing Date (the earlier such date, the “Expiration Date”), less amounts then being held by the Escrow Agent pending resolution of indemnification claims of Purchaser Indemnified Parties pursuant to Article IX (which shall be disbursed thereafter in accordance with the Escrow Agreement).
Escrow Amounts. Notwithstanding any other provisions of this Agreement to the contrary, (i) each distribution of Closing Consideration payable to an Escrow Participant pursuant to this Section 1.6 shall be reduced by such Escrow Participant’s Escrow Contribution in accordance with Section 10.3(a) and (ii) Parent shall hold back and pay to the Escrow Agent each Escrow Participant’s Escrow Contribution of the Escrow Amount.
Escrow Amounts. The “Indemnification Escrow Amount” shall be an amount equal to $6,586,790. The “Transaction Incentive Plan Indemnity Amount” shall be an amount equal to $413,210. Seller hereby authorizes and instructs Buyer, at the Closing, to deduct the Indemnification Escrow Amount from the Base Consideration and the Transaction Incentive Plan Indemnity Amount from the Expected Base Transaction Incentive Plan Amount, and to deliver such funds to the Escrow Agent to be held in an escrow account (the “Escrow Account”), in accordance with the terms and conditions of the Escrow Agreement.
Escrow Amounts. Buyer shall deposit (i) the Adjustment Escrow Amount with the Escrow Agent on the Closing Date for the purpose of securing, in whole or part, any obligations of Holdco and the Holders pursuant to Section 1.3 and (ii) the Indemnity Escrow Amount with the Escrow Agent on the Closing Date for the purpose of securing, in whole or in part, any indemnification obligations of Holdco and the Holders under Article VII. For the avoidance of doubt, the Escrow Amounts shall be reported as having been paid to Holdco only to the extent and at such time such cash is released from the Escrow Agent to Holdco.
Escrow Amounts. (A) ESCROW AMOUNT US$ US$ thousands thousands Fixed Assets 2,651 Inventories 7,084 Other Receivables 306 ------------------- ------------------- Total 10,041 x 15% = 1,506.15 =================== ===================
(B) AR ESCROW AMOUNT US$ US$ thousands thousands Seller's AR Printouts supported by Customer AR Closing Printouts.... 12,520 x 15% = 1,878
(C) AR ESCROW AMOUNT US$ US$ thousands thousands
Escrow Amounts. (a) At the Closing, Buyer shall withhold, in accordance with Section 2.4:
(i) an aggregate of $1,575,000 (the “Maintenance Adjustment Escrow Amount”) from the Maintenance Closing Purchase Price otherwise payable pursuant to Section 2.4(a); and
(ii) an aggregate of $1,925,000 (the “Energy Adjustment Escrow Amount” and, each, an “Adjustment Escrow Amount”) from the Energy Closing Purchase Price otherwise payable pursuant to Section 2.4(b).
(b) At the Closing, Buyer shall withhold, in accordance with Section 2.4:
(i) an amount equal to the aggregate of the Applicable Escrow Portions for Maintenance (if any) set forth on Schedule 11.2(a) (as may be adjusted prior to Closing pursuant to Section 11.6(a)) (the “Special Multiemployer Plans Maintenance Escrow Amount”) and an amount equal to the aggregate of the Applicable Escrow Portions for Maintenance (if any) set forth on Schedule 11.2(b) (as may be adjusted prior to Closing pursuant to Section 11.6(a)) (the “Special Withdrawal Liability Maintenance Escrow Amount”) from the Maintenance Closing Purchase Price otherwise payable pursuant to Section 2.4(a); and
(ii) an amount equal to the aggregate of the Applicable Escrow Portions for Energy (if any) set forth on Schedule 11.2(a) (as may be adjusted prior to Closing pursuant to Section 11.6(a)) (the “Special Multiemployer Plans Energy Escrow Amount” and together with the Special Multiemployer Plans Maintenance Escrow Amount, the “Special Multiemployer Plans Escrow Amount”) and an amount equal to the aggregate of the Applicable Escrow Portions for Energy (if any) set forth on Schedule 11.2(b) (as may be adjusted prior to Closing pursuant to Section 11.6(a)) (the “Special Withdrawal Liability Energy Escrow Amount” and, together with the Special Withdrawal Liability Maintenance Escrow Amount, the “Special Withdrawal Liability Escrow Amount”) from the Energy Closing Purchase Price otherwise payable pursuant to Section 2.4(b) (the Special Multiemployer Plans Escrow Amount and the Special Withdrawal Liability Escrow Amount, together with the Adjustment Escrow Amounts, collectively, the “Aggregate Escrow Amount”).
(c) On the Closing Date, in accordance with Section 2.5(c), Buyer shall deposit each of the Maintenance Adjustment Escrow Amount, the Energy Adjustment Escrow Amount, the Special Multiemployer Plans Maintenance Escrow Amount, the Special Multiemployer Plans Energy Escrow Amount, the Special Withdrawal Liability Maintenance Escrow Amount and the Special Withdrawa...
Escrow Amounts. (a) At the Closing, Parent shall deposit, or cause to be deposited, the Escrow Amount into the Escrow Account to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement.
(b) The amount of cash in the Escrow Account (including any earnings on amounts held in the Escrow Account) shall be available to satisfy any payments due under Conversion Company RS Awards. The terms of and timing of payments from the Escrow Account shall be in accordance with this Agreement and the Escrow Agreement.
(c) In the event that any Conversion Company RS Awards are forfeited in accordance with their terms, Parent and the Company shall instruct the Escrow Agent to release such portion of the Escrow Amount to the Company.
