Escrow Cash. On the Closing Date, Acquiror shall cause to be deposited with the Escrow Agent the Escrow Cash. The Escrow Cash shall constitute security for the indemnification obligations of the Closing Company Shareholders pursuant to Article IX, and shall be held in and distributed in accordance with the provisions of the General Escrow Agreement and the Separate Escrow Agreement.
Escrow Cash. “Escrow Cash” shall mean the proceeds from the sale of the Escrow Shares pursuant to Section 12 of the Escrow Agreement.
Escrow Cash. At the Effective Time, Acquiror shall withhold from the cash payable pursuant to Section 2.4(b) to the Company Stockholders as of immediately prior to the Effective Time (other than holders of solely shares of Company Capital Stock which constitute and remain Dissenting Shares) (“Effective Time Holders”) an amount of cash from the Cash Consideration payable to such Company Stockholder, equal to the product obtained by multiplying (i) the portion of the Cash Consideration and the Dividend Amount payable to such Effective Time Holder pursuant to Section 2.4(b) by (ii) the Escrow Percentage (or such lesser amount as provided by Section 2.7(d)). For the avoidance of doubt, such cash shall be withheld solely from the Cash Consideration and not from the Dividend Amount. As soon as reasonably practicable (but in any event within 10 business days) following the Spreadsheet Submission Date, Acquiror shall cause the Escrow Cash to be deposited with US Bank/State Street Bank and Trust Company of California, N.A. (“Escrow Agent”). If a Company Stockholder holds Unvested Company Shares, then the Vested Acquiror Cash shall be withheld first and, thereafter, the Unvested Acquiror Cash shall be withheld (with the understanding that any Unvested Acquiror Cash so withheld shall vest prior to any such Unvested Acquiror Cash not withheld by Acquiror pursuant to Section 2.4(e)(ii)) to the extent necessary to satisfy such Effective Time Holders’ escrow obligations as set forth in the first sentence of this Section 2.7(b). The payment of any Escrow Cash in satisfaction of any indemnification obligations under Article 12 shall be made, with respect to each Effective Time Holder, first with Vested Acquiror Cash and then, if such cash is insufficient to satisfy such indemnification obligation and only to the extent of such insufficiency, shall such payment be made with Unvested Acquiror Cash. As provided by the Escrow Agreement, the Escrow Agent shall hold the Escrow Cash for up to twelve (12) months following the Effective Time of the First Merger (the “Escrow Period”) as security for the Effective Time Holders’ indemnification obligations for Damages under Article 12.”
Escrow Cash. At the Closing, as partial payment of the Purchase Price ----------- under the Purchase Agreement, PC-Tel and a subsidiary of PC-Tel shall deposit the Escrow Cash directly with the Escrow Agent, the receipt of which shall be acknowledged, and the same accepted, by the Escrow Agent as escrow agent hereunder. The Escrow Cash shall be held in trust by the Escrow Agent and shall be invested, promptly upon receipt and pending disbursement in securities and investments as may be directed by each of the Employees through self-directed investments to the extent permitted by the Escrow Agent. Schedule B attached hereto sets forth a current list of those ---------- investment vehicles which will be available through the Escrow Agent. The Escrow Agent shall establish and separately administer a discrete account for each Employee in respect of that portion of the Escrow Fund which is allocable to such Employee and which is identified in each Employee's Bonus Agreement (the "Allocable Amount"). The Escrow Fund, as such term is used herein, shall include the aggregate of the Allocable Amounts of all the Employees comprising the Escrow Cash; the separate accounts holding the Allocable Amounts shall each be increased by the amount of any appreciation, interest or other property which may result from such Employee-directed investment, less any disbursements or investment-related losses.
Escrow Cash. At the Closing, PC-Tel and its Subsidiary shall deposit ----------- the Escrow Cash to the Federated Investors Government Obligations Fund or, if such fund is not available, in a mutually agreed interest-bearing account directly with the Escrow Agent, the receipt of which shall be acknowledged, and the same accepted, by the Escrow Agent as escrow agent hereunder. The Escrow Fund, as such term is used herein, shall include the Escrow Cash deposited pursuant to this Section 3 and any interest earned thereon, less any payments or distributions made hereunder.
Escrow Cash. 3.1 The Escrow Agent shall be responsible for the collection of interest in respect of the Escrow Cash but in each case only where such act does not require the exercise of business discretion or does not constitute the giving of investment advice and provided always that any required information or documents relating to the Escrow Cash have been communicated or supplied to the Escrow Agent.
3.2 The Escrow Agent is authorized to deduct or withhold any sum on account of any Tax required or which in its reasonable view is required to be so deducted or withheld or for which it is in its reasonable view liable or accountable by law or practice of any relevant revenue authority of any jurisdiction and in each case in accordance with the Escrow Agent's usual and customary business practice. In this Agreement, "Tax" means all present and future taxes, levies, imposts or duties (including value added taxes and stamp duties) whatsoever and wheresoever imposed. The Depositor and the Beneficiary will duly complete such Tax documentation as the Escrow Agent may reasonably request. The Escrow Agent shall have no responsibility for making reclaims of tax on behalf of the Depositor or Beneficiary.
Escrow Cash. Upon written instructions of the Parties, the Escrow Agent shall deliver the Escrow Cash, together with interest and earnings thereof pursuant to Section 1.2(a), by wire transfer of immediately available funds to the account or accounts set forth in such written notice.
Escrow Cash. If the First Merger is consummated, recovery from the Escrow Cash shall be the sole and exclusive remedy under this Agreement or any Company Ancillary Agreement for the matters listed in the foregoing clauses (i)-(xi), or in clause (xii)(B), of Section 12.1 or any other claims, except in the case of fraud, willful breach or intentional misrepresentation by the Company or any Company Representative; provided that, in the case of fraud, willful breach or intentional misrepresentation by the Company or any Company Representative, recovery from any particular Company Stockholder may not exceed the aggregate share of the Aggregate Stockholder Payments actually received by such Company Stockholder; provided further that the immediately foregoing proviso shall not apply to any Company Stockholder that cannot demonstrate that it was not to any extent involved in or responsible for the fraud, willful breach or intentional misrepresentation by the Company or any Company Representative. As to claims for Damages first asserted after the first anniversary of the Effective Time of the First Merger but before the 18-month anniversary of the Effective Time of the First Merger, recovery of the Escrow Cash may be made only in the case of (i) fraud, willful breach or intentional misrepresentation by the Company or any Company Representative or claims related to the Pending Matters; (ii) any failure of any of the Continuing Representations to be true and correct as aforesaid; or (iii) claims for indemnification made under Section 12.1(b)(xi). Notwithstanding the foregoing, as to claims for Damages arising out of an Escrow Litigation Event subject to indemnity pursuant to Section 12.1(b)(xi), recovery from the Escrow Cash may be made at any time following the Effective Date (including after the 18 month anniversary thereof), provided that the claim, demand, action, suit or proceeding giving rise to the Escrow IP Litigation was asserted against the Company between the Effective Date and the eighteen-month anniversary of the Effective Time of the First Merger. Notwithstanding the foregoing, as to claims for Damages arising out of the Pending Matters subject to indemnity pursuant to Section 12.1(b)(xii)(B), recovery from the Escrow Cash may be made at any time following the Effective Date (including after the 18 month anniversary thereof), provided that the claim, demand, action, suit or proceeding giving rise to the Damages for the Pending Matters was asserted against the Compan...
Escrow Cash. Escrow Cash" shall have the meaning set forth in Section 1.9.
Escrow Cash. If the Asset Purchase is consummated, recovery from the Escrow Cash, and the Earnout (solely as contemplated by Section 11.4(b) below), shall be the sole and exclusive remedy of the Buyer Indemnified Persons under this Agreement with respect to the matters listed in clauses (i) and (ii) of Section 11.2, except in the case of fraud by a Telos Seller.
