Escrow Funds Sample Clauses

Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 3(a) as follows: (i) Subject to Section 3(a)(ii), on the Escrow Release Date, the Escrow Agent shall promptly disburse the Escrow Funds to Integral 1. (ii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before the Agreement End Date (as defined in the Business Combination Agreement), if prior to the disbursement of the Escrow Funds to Integral 1 pursuant to Section 3(a)(i), both (A)(x) Integral 1 provides a termination notice to Flybondi under the Business Combination Agreement other than with respect to a termination pursuant to Section 13.1(e) of the Business Combination Agreement, or (y) Integral 1 initiates its liquidation or publicly announces its intention to liquidate and (B) an FB Party provides written notice to the Escrow Agent and Integral 1 objecting to the disbursement of the Escrow Funds to Integral 1 on the Escrow Release Date pursuant to Section 3(a)(ii)(A) (the “Objection Notice”) by 11:59 p.m. New York City time on the Business Day prior to the Escrow Release Date, then upon receipt of the Objection Notice, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of such Objection Notice, disburse all of the Escrow Funds to the Funding Party in accordance with such Objection Notice and the instructions therein. (iii) Pursuant to Section 11.12(b) of the Business Combination Agreement, after the Funding Party deposits the Escrow Funds with the Escrow Agent pursuant to Section 2(a) but before March 21, 2024, if both (A) Integral 1 ceases to undertake commercially reasonable efforts to reach the Closing (as defined in the Business Combination Agreement) in breach of the Business Combination Agreement, and (B) an FB Party provides written notice to Integral 1 setting forth in reasonable detail the reasons why it believes Integral 1’s efforts do not satisfy the requirement of undertaking commercially reasonable efforts to reach the Closing (“Efforts Notice”), then upon receipt of the Efforts Notice, Integral 1 shall, if it chooses, within three (3) Business Days after receipt of such Efforts Notice, send a notice of disagreement to the FB Parties and the Escrow Agent, which will include an affidavit setting forth in reasonable detail a description of the actio...

Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

Escrow Funds. To provide for the timely payment of any post-Closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement (the “Post-Closing Agreement”) in the form attached hereto as Exhibit I, which escrow and Post-Closing Agreement shall be established and entered into at Closing. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller, except as provided in the Post-Closing Agreement.

Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to Fifty Thousand and No/100 Dollars ($50,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of six months in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such six month period, the Escrow Funds deposited by Seller shall be released to Seller. This escrow provision being further subject to that certain agreement dated October , 2006, a copy of which is attached hereto.

Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

Escrow Funds. The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Funds as provided in, this Section 4(a) as follows: (i) Upon receipt of a Joint Release Instruction with respect to the Escrow Funds, the Escrow Agent shall promptly, but in any event within two (2) Business Days after receipt of a Joint Release Instruction, disburse all or part of the Escrow Funds in accordance with such Joint Release Instruction. (ii) Upon receipt by the Escrow Agent of a copy of Final Determination from any Party, the Escrow Agent shall on the fifth (5th) Business Day following receipt of such determination, disburse as directed, part or all, as the case may be, of the Escrow Funds (but only to the extent funds are available in the Escrow Funds) in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without further inquiry. (iii) Without limiting the generality of Section 4(a)(i) and (ii), (A) the Parties agree to deliver to the Escrow Agent, from time to time within three (3) Business Days after the determination of any of the Actual Working Capital, Actual Net Indebtedness and Actual Acquisition Expenses pursuant to Section 2.8 of the Purchase Agreement, a Joint Release Instruction as to the release and disposition of the applicable portion of the Adjustment Escrow Amount in accordance with Section 2.8(g) - (i) of the Purchase Agreement and (B) promptly following completion of payments pursuant to this Section 4(a)(iii), the Parties shall deliver a Joint Release Instruction to the Escrow Agent instructing the Escrow Agent to release any remaining amount in the Adjustment Escrow Account to Seller. (iv) Without limiting the generality of Section 4(a)(i) and (ii), in the event and to the extent that the Parties determine that any Purchaser Indemnified Party is entitled to any amount pursuant to Article IX of the Purchase Agreement, the Parties may deliver a Joint Release Instruction to the Escrow Agent requesting that the Escrow Agent distribute all or a portion of the Indemnity Escrow Amount to Purchaser in satisfaction of such claim. (v) Without limiting the generality of Section 4(a)(i) and (ii), the Parties agree to deliver to the Escrow Agent, on the third (3rd) Business Day following the Release Date, a Joint Release Instruction as to the release and Disposition of the Indemnity Escrow Amount, in an aggregate amount (the “Disbursement Amount”) equal to the remaining Indemnity Escrow Amount les...

Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of six (6) months in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 6-month period, the Escrow Funds deposited by Seller shall be released to Seller. If any claims remain outstanding, then the amount of such claims shall remain in escrow until such claims have been satisfied or waived.

Escrow Funds. The term “Escrow Funds” shall have the meaning set forth in Section 5.5.

Escrow Funds. (a) Each Investor or Soliciting Dealer will be instructed by the Company or its Intermediary (as defined herein) to remit to the Company, a predetermined cash deposit (the “Cash Deposit”), as indicated on the applicable Subscription Agreement (as defined below), in the form of a check, draft, wire or ACH payable to the order of “Enterprise Bank & Trust, as Escrow Agent for “Med X, Inc.”. Following receipt by the Company of an Investor’s Cash Deposit, the Company or its Intermediary will promptly: (i) send to the Escrow Agent the Investor’s name, address, executed IRS Form W-9 and total purchase price to be remitted for the Securities to be purchased by the Investor (the “Total Purchase Price”), and (ii) remit to the Escrow Agent the Cash Deposit. Escrow Agent shall promptly deposit the Cash Deposit into the Escrow Account, which deposit shall occur within two (2) business days after the Escrow Agent’s receipt of the Cash Deposit. For purposes of this Agreement, “Intermediary” shall mean a broker registered under Section 15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a funding portal registered under Regulation CF, 17 C.F.R. Part 227, and includes, where relevant, an associated person of the registered broker or registered funding portal. Notwithstanding the above, if the Company has retained an Intermediary, the Intermediary may instruct an Investor or Soliciting Dealer to remit the Cash Deposit amount in a method authorized by such Intermediary’s portal or other website hosted by the Company or Intermediary in connection with the Offering, which may be remitted in the form of a credit card, wire, ACH payment, or other method, payable to the order of “Enterprise Bank & Trust, as Escrow Agent for “Med-X, Inc.” as applicable. Such Cash Deposit amounts shall be paid into the Escrow Account.