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. 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. 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 and Dividend Amount 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)). 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. 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.
Escrow Cash. (a) The Escrow Agent will deposit the Escrow Cash into an interest bearing account in accordance with the Escrow Agreement.
(b) The Escrow Cash will be held by the Escrow Agent in accordance with the Escrow Agreement from the Settlement Date.
(c) The Seller has no legal or beneficial interest in the Escrow Cash unless and until and to the extent that it is paid in accordance with clauses 3.6 and 3.7.
Escrow Cash. Section 2.7.1.1 To provide funds for the satisfaction of any claims for indemnification made by Buyer pursuant to Article 8 of this Agreement, Parent or Buyer shall deliver an amount in cash equal to the product obtained by multiplying (x) the aggregate cash amounts payable pursuant to Section 2.6 to the Stockholders, by (y) 0.10 (the “Escrow Cash”) to an escrow account (the “Escrow Account”) to be established with a third party escrow agent reasonably satisfactory to Parent, Buyer and the Company (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”).
Section 2.7.1.2 During the period in which the Escrow Cash is retained in the Escrow Account, the Escrow Cash shall be held for the benefit of the Stockholders, but Buyer shall be treated as the owner of the Escrow Cash for Tax purposes until released to such Stockholders. All interest or other income earned from the investment of Escrow Cash shall be retained in the Escrow Account as additional Escrow Cash.
Escrow Cash. The Escrow Agent offers the custody of funds placed, at the direction of the Merger Parties, in bank account deposits. The Escrow Agent will not provide any investment advice in connection with this service. Until released pursuant to Section 3(e), the Escrow Cash shall be held in a bank account, and shall be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent at the bank listed in Schedule 1 to this Agreement, which shall be a commercial bank with capital exceeding $500,000,000 (the “Approved Bank”). The deposit of the Escrow Cash with the Approved Bank shall be deemed to be at the direction of the Merger Parties. At any time and from time to time, the Merger Parties may direct the Escrow Agent by written notice (1) to withdraw all or any of the Escrow Cash that may then be deposited with the Approved Bank specified in the notice and (2) to deposit the Escrow Cash with another bank reasonably acceptable to the Merger Parties and the Escrow Agent (an “Alternative Bank”). With respect to any withdrawal notice, the Escrow Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Merger Parties acknowledge and agree that such specified amount remains at the sole risk of the Merger Parties prior to and after such withdrawal, unless a loss thereof results from the gross negligence, bad faith or willful misconduct of the Escrow Agent. Such withdrawn amounts shall be deposited with any Alternative Bank specified by the Merger Parties in the notice.
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. 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.
Escrow Cash. “Escrow Cash” shall mean the Aggregate Employee Cash Payout Escrow Contribution plus the Aggregate Stockholder Escrow Cash Contribution.
