General Escrow Amount Clause Samples

General Escrow Amount. On the Effective Date, the Escrow Agent is hereby authorized to establish an escrow account and Parent will deposit into such account an amount with the Escrow Agent that the Parent and the Shareholders’ Representative agree have a value of $[9,450,000] of the Consideration otherwise payable to holders of Company Shares under Section 2.1.3 and 2.1.4 of the Merger Agreement, composed of (i) a promissory note of the Parent payable to the order of the Shareholders’ Representative substantially in the form of Exhibit I hereto, dated the Effective Date, in the principal amount of $ (such promissory note, and any promissory note executed and delivered pursuant to Section 2.3.1 hereof, is herein called the “Note”), (ii) [$•] (the “Funds”) and (iii) [•] shares of Parent Common Stock (the “Common Stock”) (such amount which at any particular time is then held in escrow under this General Escrow Agreement, as increased by any dividends, earnings, income, or interest earned on such amount pursuant to the terms hereof and as reduced in accordance with the procedures specified in this General Escrow Agreement, the “General Escrow Amount”). The General Escrow Amount will be held by the Escrow Agent as an escrow fund (a) for the purpose of securing certain claims by Parent for indemnification under Article VIII of the Merger Agreement, (b) for satisfying any award of reasonable attorneys’ fees and charges and costs of arbitration in favor of Parent or the Shareholders’ Representative under Section 2.3 or Article 3 hereof (a “Prevailing Party Award”), (c) for funding payments related to Net Working Capital to the extent required by Section 2.3 of the Merger Agreement, and (d) for reimbursement of the Shareholders’ Representative’s fees and expenses in connection with the performance of its duties under the Merger Agreement and this General Escrow Agreement, as set forth in Section 5.3 of this General Escrow Agreement. The percentage of the General Escrow Amount (and the interest thereon) to which each holder of Company Shares is entitled is included on Schedule A. The Escrow Agent will have no duty or obligation to verify or confirm the accuracy, validity, or sufficiency of any of the percentages included on Schedule A attached hereto.

General Escrow Amount. “General Escrow Amount” shall have the meaning set forth in Section 1.2(b)(i).

General Escrow Amount. The "GENERAL ESCROW AMOUNT" shall be a number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the quotient obtained by dividing (A) $34 million by (B) the Average Price, by (y) 0.1.

General Escrow Amount. The General Escrow Amount shall be non-exclusive source of funds from which the indemnification obligations of Shareholder under this Article 10 may be satisfied, except that the General Escrow Amount shall not be available for Claims for indemnification under Section 10.02(a)(vii).

General Escrow Amount. Immediately following the Effective Time, Eight Million Dollars ($8,000,000.00) of the Purchase Price-Basic (the “General Escrow Amount”) shall be deposited into an escrow account (the “General Escrow Account”) to be established by Parent with Wells Fa▇▇▇ ▇ank, N.A. (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement to be executed by Parent, the Escrow Agent and the Equityholders’ Representative in the form attached hereto as Exhibit B (the “Escrow Agreement”), to serve as a source of payment and remedy for any claim for Damages for which any Parent Indemnitee is entitled to recovery as provided pursuant to Article IX and to serve as a source of payment for any Net Working Capital Deficiency Amount.

General Escrow Amount. General Escrow Amount" shall mean ten percent (10%) of all shares of Parent Common Stock being received by shareholders of the Company and 10% of all shares of Parent Common Stock received by holders of Vested Option Shares when such Vested Option Shares are issued, in connection with the Merger. GOVERNMENT BID. "Government Bid" shall mean any quotation, bid or proposal submitted to any Governmental Body or any proposed prime contractor or higher-tier subcontractor of any Governmental Body.

General Escrow Amount. On the date hereof, Buyer shall deliver $5,000,000 (the “General Escrow Amount”), in immediately available funds, to the Escrow Agent, as escrow agent. The General Escrow Amount shall be held by the Escrow Agent in an escrow subaccount (the “General Escrow Subaccount”) and shall at all times be invested in certificates of deposit, short term obligations of the United States government, or overnight money market funds, as specified in accordance with the joint written instructions of Buyer and Zartic from time to time received by the Escrow Agent. If no such instructions have been received, the Escrow Agent shall invest all amounts then held in the General Escrow Subaccount in an STI Classic Money Market Fund. The interest or other income earned as a result of any such investment shall be paid periodically to Zartic by Escrow Agent and shall not become part of the General Escrow Amount. The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Escrow Agreement. On or before the execution and delivery of this Escrow Agreement, each of the Buyer and Zartic shall provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Escrow Agreement or any income earned thereon.

General Escrow Amount. On the Closing Date, Buyer shall deliver the General Escrow Amount, in immediately available funds, to the Escrow Agent, as escrow agent. The General Escrow Amount shall be held by the Escrow Agent in an escrow subaccount (the “General Escrow Subaccount”) and shall at all times be invested in certificates of deposit, short term obligations of the United States government, or overnight money market funds, as specified in accordance with the joint written instructions of Buyer and Shareholder from time to time received by the Escrow Agent. If no such instructions have been received, the Escrow Agent shall invest all amounts then held in the General Escrow Amount in Federated Treasury Obligations Fund (Trust Shares). The interest earned as a result of any such investment (“General Interest”) shall be credited to and deposited into the General Escrow Subaccount. The sum of the General Escrow Amount plus the General Interest from time to time held in the General Escrow Subaccount is referred to hereinafter as the “General Escrowed Funds”.