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. 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. The Purchase Price Adjustment Escrow Fund shall be used solely for the purposes set forth in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”) shall (i) be used solely for the same purposes as the Purchase Price Adjustment Escrow Fund and to satisfy any claims of a Parent Indemnitee for indemnification pursuant to Section 12.02(a) or Section 12.02(b) made from and after Closing but on or before the Expiration Date and (ii) terminate at 11:59 p.m. (Eastern time) on the Expiration Date (other than with respect to claims made on or before the Expiration Date). Any amounts in the Indemnity Escrow Fund not so used (other than amounts reserved subject to pending claims made on or before the Expiration Date and not then finally resolved in accordance with the Escrow Agreement) shall be distributed to the Member Representative for the benefit of and distribution to the Members as allocated at the direction of the Member Representative (in accordance with Annex D) on the next Business Day after the Expiration Date or as otherwise determined by the Member Representative in accordance with the Restructuring Agreement. The Indemnity Escrow Fund shall be held and disbursed solely for the respective purposes and in accordance with the terms hereof and the Escrow Agreement. The parties hereto agree that, for Tax reporting purposes, Parent shall be deemed to be the owner of the Escrow Funds, as reduced from time to time by the amount of monies distributed from such Escrow Fund in accordance with this Agreement and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of the Escrow Amount shall be treated for Tax purposes as earned by Parent until the Escrow Amount is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the payments received by the Members from the Escrow Funds are intended to constitute installment payments from an installment sale described in Section 453 of the Code, a portion of which may be treated as imputed interest under the Code, unless the Members make an election pursuant to Section 453(d) of the Code, and the parties hereto shall report consistently with such treatment, as applicable.
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 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. (a) Contemporaneously with the execution hereof, Hilliard Seller has deposited with Escrow Agent the Escrow Funds. Escrow Agent shall hold the Escrow Funds in escrow and disburse the Escrow Funds only as set forth below.
(b) Escrow Agent hereby acknowledges receipt of the Escrow Funds and covenants and agrees to hold the Escrow Funds in escrow as provided above and, subject to Section 3(d) below, disburse the Escrow Funds to Buyer within ten (10) days following receipt of a Payment Request in an amount equal to the portion of the Escrow Funds set forth on such Payment Request.
(c) The Escrow Funds shall be held in an interest bearing account and any interest accrued thereon shall be added to and become part of the Escrow Funds payable in accordance herewith.
(d) If Escrow Agent receives a written notice from either Seller within ten (10) days following receipt of a Payment Request objecting to such Payment Request (a “Dispute Notice”), then Escrow Agent shall withhold such delivery until Buyers and such Seller resolve the objection and Escrow Agent receives either written instructions signed by both parties or a court order directing a delivery of the Escrow Funds. Buyers and such Seller agree to send to the other a duplicate copy of any written notice sent to the Escrow Agent with respect to the subject matter of this Escrow Agreement.
(e) In no event shall Sellers’ liability to Buyers pursuant to this Agreement exceed the amount of the Escrow Funds, regardless of the actual NOI for the Facility for the Term hereof. The foregoing shall in no way reduce, eliminate or modify Sellers’ obligations to Buyers under the Purchase Agreements.
(f) In no event shall the balance of the Escrow Funds be less than, and Sellers are hereby jointly and severally obligated to replenish and maintain the Escrow Funds to equal or exceed, Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) at all times during the Survival Period. For purposes of this Section 3(f), the “Survival Period” means the period of time commencing on the date hereof and continuing until the later of (1) the date that is eighteen (18) months following the date hereof, and (2) if a Payment Request has been submitted within eighteen (18) months following the date hereof, then the date on which the amount of such Payment Request has been paid to the applicable Buyer or, if a Dispute Notice has been issued with respect to such Payment Request, then on the date such dispute has been resolved in accorda...
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.