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. 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 mean the Aggregate Employee Cash Payout Escrow Contribution plus the Aggregate Stockholder Escrow Cash Contribution.
Escrow Cash. On the Effective Date, notification of which shall have been given to the Escrow Agent in writing, Buyer will deposit the Aggregate Escrow Amount with the Escrow Agent, who will hold such consideration in escrow until the Contract Holdback Amount is released pursuant to Section 3.2 of the Purchase Agreement and Section 1(b) of this Agreement and who will hold the Escrow Cash to serve as collateral for the indemnification obligations of Seller under Sections 2.4, 3.3 and 9.1 of the Purchase Agreement until Buyer is required to release the balance of the Escrow Cash pursuant to the terms of this Agreement. The Escrow Agent agrees to accept delivery of the Aggregate Escrow Amount and to hold such Aggregate Escrow Amount in escrow subject to the terms and conditions of this Agreement.
Escrow Cash. On the date of the closing of the transactions contemplated by the Combination Agreement (the “Closing Date”), AsiaInfo shall deliver to the Escrow Agent as provided in Section 1.2(b) of the Combination Agreement US$6 million (the “Escrow Cash”).
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.
Escrow Cash. The Vendors agree that Bluestone shall be entitled to retain the Escrow Cash and shall, in its absolute discretion, and without prejudice to any other rights or remedies available to it, be entitled to set off against the Escrow Cash (to the extent possible) the amount of any Determined Claim. To the extent that no Claim has been made on or before the first anniversary of Completion, Bluestone undertakes to remit to the Vendors' Solicitors by electronic transfer within 3 business days thereof to the account details set out in this Agreement (whose receipt shall be a sufficient discharge to Bluestone which shall not be concerned with the distribution thereof to and among the Vendors or be answerable for the loss or misapplication of such sum) 50% of the Escrow Cash. In the event that no Claim has been made on or before the second anniversary of Completion, Bluestone undertakes to remit to the Vendors' Solicitors by electronic transfer within 3 business days thereof to the account details set out in this Agreement (whose receipt shall be a sufficient discharge to Bluestone which shall not be concerned with the distribution thereof to and among the Vendors or be answerable for the loss or misapplication of such sum) the balance of the Escrow Cash. In the event that any Claims are made prior to such period the Escrow Cash, to the extent not already released and only to the extent of such Claim, shall be retained pending resolution of such Claims and the provision of clauses 5.11.2, 5.11.3 and 5.11.4 shall apply to such amounts retained. Any payments made by Bluestone to the Vendors pursuant to this clause 5.13 shall be paid together with a further sum calculated as the amount (less any withholding taxes or other lawfully required deductions) which could have been earned on such payment if it had been held on deposit for the period commencing on the Completion Date and terminating on the date of payment (both dates exclusive) on an account attracting interest at a rate equivalent to the rate achieved by Bluestone for deposits of a comparable amount.
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. The parties hereto agree that, for all U.S. federal, state, local and foreign tax reporting purposes, the Escrow Cash will be treated as owned by the applicable Sponsors until distributed to the Company pursuant to the terms of this Agreement.
