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Escrowed Amount Sample Clauses

Escrowed AmountIn addition to the other limitations on indemnification set forth herein, the Buyer shall first seek a remedy from the Escrowed Amount pursuant to the Escrow Agreement with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from any Sellers. On August 31, 2012 (the “Release Date”), as provided in the Escrow Agreement certain amounts held in escrow will be released to the Sellers and Phantom Plan Participants, and thereafter any remaining amounts will be distributed to Buyer Indemnified Persons, the Sellers or Phantom Plan Participants as provided in the Escrow Agreement. As set forth in more detail in the Escrow Agreement, the Escrow Agent shall distribute to each Seller its Combined Percentage thereof, in each case less any amount that has previously been paid to the Buyer from the Escrow Amount on account of indemnity claims against such Seller pursuant to Section 9.1(a)(iii) or (iv), and as provided in the Phantom Plan Payment Agreement will remit to each Phantom Plan Participant its Combined Percentage thereof. As set forth in more detail in the Escrow Agreement, promptly as practicable following the resolution of each pending indemnification claim which was outstanding as of the Release Date (other than claims solely against one Seller arising under Section 9.1(a)(iii) or (iv), in which case after the resolution of the pending indemnification claim any related portion of the Escrowed Amount that is not released to the Buyer will be released solely to the applicable Seller), the Escrow Agent shall distribute to each Seller and each Phantom Plan Participant its Combined Percentage of the excess, if any, of (a) the amount so withheld with respect to such pending indemnification claim as of the Release Date, over (b) the amount used to satisfy the indemnification obligation of the Sellers pursuant to this Article IX and Phantom Plan Participant pursuant to the Phantom Plan Payment Agreement with respect to such pending indemnification claim.
Escrowed AmountUpon the Closing, APCOA shall deliver, or shall cause to be delivered, directly to the escrow agent under the Escrow Agreement (the "Escrow Agent"), such amount of the cash portion of the Purchase Price (collectively with all interest and earnings thereon, the "Escrowed Amount"), to be held in an escrow account pursuant to the terms set forth herein and in an escrow agreement, substantially in the form attached as Exhibit B (the "Escrow Agreement"), which, together with the amount of an unconditional, personal guarantee from Myrox X. Xxxxxxxxx (xx form to be agreed) for an amount of up to $5 million (the "Guarantee"), totals $10,000,000. The Escrowed Amount and the Guarantee shall be available to satisfy any obligations of Standard Owners pursuant hereto, including under Section 2.4 or Article XI (it being understood and agreed, however, that Standard Owners shall promptly replenish any amount drawn against the Escrowed Amount, and any such amount shall not reduce the aggregate liability under the Guarantee, in respect of any obligation other than the indemnification obligations of Article XI (other than in respect of a breach of the representations and warranties contained in Sections 3.1(a)(i) and 3.2), so that the full Escrowed Amount and Guarantee shall be available to satisfy such indemnification obligations). Payments to APCOA from the Escrowed Amount or under the Guarantee shall be treated as reductions in the Purchase Price. The Escrowed Amount and payments on the Guarantee, or portions thereof, shall be paid to APCOA, or, in the case of the Escrowed Amount, to Standard Owners, from time to time as provided for and in accordance with Articles X and XI and in the Guarantee and the Escrow Agreement.
Escrowed AmountThe Buyers have deposited Fifty Thousand Dollars ($50,000) (the "Escrow Amount") into an escrow account with Xxxxxx X. Xxxxxxx, P.C. The Escrow Amount shall be held for the benefit of the Buyers until the Closing. The Escrow Amount shall be distributed to the Sellers at the Closing (as defined below) and shall be considered a portion of the Purchase Price (as defined below). If this Agreement is terminated, if the Sellers fail to satisfy a condition precedent to the Buyers obligation to close or if for any other reason the Closing does not occur (other than due to the Buyers breach of any material provision of this Agreement), then the Escrow Amount shall immediately be returned to the Buyer Representative (as defined below) or to an account designated in writing by the Buyer Representative. If this Agreement is terminated as the result of the Buyers' breach of a material provision of this Agreement, then the Escrow Amount may be released to the Sellers in satisfaction of any claims that the Sellers may have against the Buyers for such material breach.
Escrowed AmountAt Closing, Buyer shall deposit and deliver to Escrow Agent, Eight Hundred Eighty-One Thousand Sixty Eight Dollars ($881,068) in cash, (the "Escrowed Amount"), payable by wire transfer of immediately available U.S. federal funds to a bank account or accounts designated in writing by Escrow Agent, to be held by the Escrow Agent for a period not to exceed twelve (12) months from the date hereof, and released in accordance with the terms set forth in the Escrow Agreement.
Escrowed Amount. On the date hereof, Buyer shall pay to Xxxxx & Co., Inc. in its capacity as escrow agent (“Escrow Agent”) under the Escrow Agreement, One Million Six Hundred Thousand Dollars ($1,600,000.00) (the “Deposit”; the Deposit, including any interest, income and earnings thereon, the “Escrow Property”). The Escrow Property shall be subject to release from escrow under the Escrow Agreement to Buyer or Seller in accordance with Section 2 of the Escrow Agreement and, if the Closing occurs, with this Section.
Escrowed AmountThe term "Escrowed Amount" as used in the Escrow Agreement shall hereby mean an amount equal to (i) the sum of(x) the Initial Escrowed Amount and the Subsequent Escrowed Amount minus (ii) $626,000.
Escrowed Amount. As security for the indemnification obligations of the Sellers pursuant to Article IX, the "Escrowed Amount" (as defined below) will be delivered by Parent and Purchasers to the Escrow Agent at Closing, to be held, administered and disbursed by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 1.03(b) attached hereto (the "Escrow Agreement"). As used herein, the term "Escrowed Amount" means $600,000.00, subject to increase or decrease post-Closing by deposit or withdrawal, as applicable, to reflect ten percent (10%) of the cash portion of the Purchase Price, as adjusted pursuant to Section 1.06.
Escrowed Amount. The Buyer has deposited $25,000 (the "Escrow Amount") into escrow with the Buyer's counsel (the "Escrow Agent"). The Escrow Agent shall hold the Escrow Amount in trust for the benefit of the Buyer until the Closing, as defined. The Escrow Amount shall be distributed to the Seller at the Closing as the Purchase Price. If this Agreement is terminated, if the Seller fails to satisfy a condition precedent to the Buyer's obligation to close or if for any other reason the Closing does not occur (other than due to the Buyer's breach of any material provision of this Agreement), then the Escrow EXHIBIT 1.1-3 Agent shall immediately return the Escrow Amount to the Buyer. If this Agreement is terminated as the result of the Buyer's breach of a material provision of this Agreement, then the Escrow Amount may be released to the Seller in satisfaction of any claims that the Seller may have against the Buyer for the material breach.
Escrowed AmountBuyer shall wire transfer $100,000 (the "Escrowed Amount") to the Escrow Agent at the Closing, to be held pending the exercise of any Set Off Claim by Buyer pursuant to Section 8(f) below.
Escrowed AmountPurchaser will withhold the “Escrowed Amount” as security for breaches of representations, covenants, warranties or agreements included in this Agreement. Purchaser will remit the Escrowed Amount to Sellers, subject to existing or resolved claims for breaches, and offsets or credits relating to this Agreement pursuant to Section 2.3 below, by wire transfer to Sellers’ designated account(s) no later than 12 months after the Closing Date.