Escrow Fund Sample Clauses

Escrow Fund. (a) On or prior to the Closing Date, Purchaser, Sellers and an escrow agent mutually selected by the Parties (the “Escrow Agent”) shall enter into an escrow agreement (the “Escrow Agreement”) in a form reasonably agreed to between the Parties using good faith efforts between the date of this Agreement and the Closing Date. (b) On the Closing Date, Purchaser shall deposit, or shall cause to be deposited, with the Escrow Agent, for the benefit of Sellers, an amount equal to Seven Million Five Hundred Thousand Dollars $7,500,000 (the “Escrow Amount”). (c) The Escrow Amount, together with any and all income thereon and other proceeds thereof, shall be referred to hereinafter as the “Escrow Fund”. The Escrow Fund shall be held in an escrow account by the Escrow Agent in accordance with the Escrow Agreement and shall be available to compensate Purchaser for certain Losses as provided in Article VIII and otherwise as expressly provided in this Agreement. To the extent not used for such purposes, the Escrow Fund shall be released as provided in Article VIII and the Escrow Agreement. (d) Within three (3) Business Days after the date that is twelve (12) months after the Closing Date, the Escrow Agent will release to Sellers an amount equal to the Escrow Amount less the aggregate amount of any pending, unresolved claims. (e) The Escrow Agreement shall provide that for U.S. income tax purposes, the Escrow Amount shall be treated as owned by Sellers and all investment earnings and other income earned with respect to the Escrow Amount while held by the Escrow Agent shall be treated as earned by Sellers.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. At the Effective Time, the Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any stockholder, will be deposited with an institution acceptable to Parent and the Securityholder Agent (as defined in Section 7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein; provided, however, that the Escrow Fund shall only be available to compensate Parent, its officers, directors or affiliates to the extent that the aggregate amount of Losses is in excess of $500,000, in which event the full amount of the Escrow Fund shall be available to so compensate Parent, its officers, directors or affiliates for any Losses. Parent and the Company each acknowledge that such Losses, if any, would relate to the unresolved contingencies existing at the Effective Time, which, if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration. The Escrow Fund shall be the sole source of damages to Parent arising from any claim hereunder (other than for

Escrow Fund. (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund...

Escrow Fund. “Escrow Fund” shall mean the escrow fund established pursuant to the Escrow Agreement.

Escrow Fund. 16 5.2 Indemnification..............................................................................16 5.3

Escrow Fund. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the tenth day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute a reasonably approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay t...

Escrow Fund. (a) Concurrent with the Closing and pursuant to Section 2.1(d), Purchaser shall deposit with the Escrow Agent the Escrow Amount to establish an escrow fund (the “Escrow Fund”) to serve as collateral and security for the rights of Purchaser and the other Purchaser Indemnitees hereunder, pursuant to the terms of this Agreement and an escrow agreement in the form of Exhibit F (the “Escrow Agreement”), which provides, among other things, for payments, as necessary, to secure the rights of the Purchaser Indemnitees as set forth in Article VIII. The Escrow Amount shall be held, administered and released by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. Purchaser shall pay the administrative fees and costs of establishing and maintaining the Escrow Fund, save that pursuant to Section 3.1 of the Escrow Agreement, the Sellers’ Representative and Purchaser have agreed that the indemnification obligation therein shall be shared fifty percent (50%) by Purchaser and fifty percent (50%) by the Sellers’ Representative. (b) All amounts in the Escrow Fund shall be released to the Sellers’ Lawyers, for distribution by the Sellers’ Lawyers to the Sellers, on the Expiration Date in accordance with the Escrow Agreement; provided, that if, and to the extent that, at 5.00 p.m. Dublin Time on the Expiration Date, one or more claims for indemnification shall have been made by Purchaser Indemnitees in accordance with Section 8.1(f), Section 8.2 or Section 8.6 and remain outstanding against the Sellers under this Agreement (save in relation to any vexatious or frivolous claims made by Purchaser which have not been made in good faith) (“Unsatisfied Claims”), Purchaser and the Sellers’ Representative shall promptly and jointly instruct the Escrow Agent to immediately pay to the Sellers’ Lawyers, for distribution by the Sellers’ Lawyers to the Sellers, all amounts then held in escrow less the amount (if any) agreed to by the Sellers’ Representative and Purchaser as being a reasonably sufficient amount to be retained in the Escrow Account to cover any potential payments to be made in respect of all Unsatisfied Claims (which, in the absence of agreement within 30 days of the notification of any Unsatisfied Claim to the Sellers’ Representative, shall be the full amount of such Unsatisfied Claim); provided further, however, that no amount may be withheld in the Escrow Fund for any Unsatisfied Claim if legal proceedings in respect of such Unsatisfi...

Escrow Fund. 11 Section 3.6

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale of the Shares shall be deposited with the Escrow Agent. The Escrow Agent shall hold, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested.