Holdback Escrow. Upon Closing, a portion of the Closing Payment in the amount equal to the “Post-Closing Escrow Funds” (as defined herein) shall be held in an escrow (the “Holdback Escrow”) by Escrow Holder pursuant to and in accordance with the terms of a Holdback Escrow Agreement by and among Buyer (or its assignee(s)), Existing Owner, the Other Existing Owners (as defined herein) and Escrow Holder in the form attached hereto as Exhibit K (the “Holdback Escrow Agreement”).
Holdback Escrow. A Holdback Escrow Agreement in the form attached hereto as Exhibit U (the “Holdback Escrow Agreement”).
Holdback Escrow. At Closing, Seller hereby --------------- agrees that Escrow Holder shall holdback from Seller's proceeds an amount ("Holdback Amount") equal to Two Million Five Hundred Thousand Dollars ($2,500,000), which Holdback Amount shall be held in an interest bearing escrow account ("Post-Closing Escrow") during the Survival Period. Upon the expiration of the Survival Period, provided written notice has not been given to Escrow Holder of a claim in connection with this Agreement or of the commencement of a legal action relating to such claim by Buyer, Escrow Holder shall promptly release the Holdback Amount to Seller. If however, any such claim has been brought, the Holdback Amount shall remain with Escrow Holder until such time as all such claims have been resolved; and the Holdback Amount, or portions thereof, shall be paid as directed by Seller and Buyer or a final, non-appealable court order and Escrow Holder shall make demand for payment of any letter of credit substituted for cash as the Holdback Amount in order to make such payment. The parties hereby agree that Seller may elect, at any time during the Survival Period, to substitute a letter of credit payable in multiple drafts at a bank or branch located in Chicago, Illinois, having a term of at least one year, payable only on condition that Escrow Agent sends a sight draft, the form and issuer of which letter of credit shall be reasonably acceptable to Buyer. Unless and until the letter of credit is released to Seller in accordance with this Section 10.17, if the letter of credit has not been renewed or replaced by a substitute letter of credit satisfying the requirements of this Section 10.17 at least sixty (60) days prior to its stated expiration, the Escrow Agent shall immediately demand full payment of the letter of credit, and the proceeds thereof then shall be held pursuant to this Section 10.17. The parties acknowledge and agree that Escrow Agent's obligations to demand and collect payment of the letter of credit shall be absolute and unconditional and shall remain unaffected by any written notice, contrary instruction or other protest by Seller. If such an election to substitute a letter of credit is made by Seller subsequent to the Closing, Seller shall deposit the letter of credit with Escrow Holder, Escrow Holder shall obtain written confirmation from Seller that the letter of credit satisfies the requirements of this Section 10.17, and thereafter, Escrow Holder shall promptly release the cash ...
Holdback Escrow. At Closing, Seller shall deliver to Escrow Agent the amount set forth on Section 29(g) of Exhibit A (the “Escrowed Funds”). The Escrowed Funds shall be held by Escrow Agent pursuant to an escrow agreement by and between Seller, Related Sellers, Purchaser, Related Purchasers and Escrow Agent in substantially the form attached hereto as Exhibit 29.
Holdback Escrow. At Closing, Seller shall deposit $145,000 into a strict joint escrow with the Title Company by and among Seller, Purchaser and the Title Company (the"Holdback Escrow"), which shall be separate from the escrows described in Section 4.4 of the Sale Agreement. The cost of the Holdback Escrow, if any, shall be split equally by the parties.
Holdback Escrow. (a) Seller agrees that on the Closing Date ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) shall be deposited into an account with Escrow Agent (the “Escrow Account”) out of the proceeds of the sale of the Property, which funds shall be held in accordance with this First Amendment. All funds deposited with Escrow Agent pursuant to this First Amendment (and any interest earned thereon) are hereinafter referred to collectively as the “Holdback Funds”. Notwithstanding any language to the contrary herein, in no case shall Seller be responsible for any Alterations (defined below) work or payment thereof that may exceed the amount in the Escrow Account. If the Holdback Funds (and, therefore, the Escrow Account) is depleted, then Buyer shall be liable for any unreimbursed or unpaid Alterations work performed wit regard to the Property.
Holdback Escrow. On the Closing Date, the Holdback Escrow Amount shall be delivered to the Holdback Escrow Agent to be held pursuant to the Holdback Escrow Agreement to satisfy Third-Party Claims or other claims related to Losses suffered by Buyer Indemnities. After the Survival Date, other than to the extent that there are pending claims for any Losses suffered by Buyer Indemnities that were delivered in writing to the Sellers prior to the Survival Date, the Holdback Escrow Amount then remaining in the Holdback Escrow Account shall be released from the Holdback Escrow Account (if there are pending claims for Losses suffered by Buyer Indemnities then only such portion of the Holdback Escrow Amount in excess of such pending claims for Losses shall be released from the Holdback Escrow Account), subject to the terms and conditions of the Holdback Escrow Agreement.
Holdback Escrow. Buyer shall withhold Seven Million Dollars ($7,000,000) from the Company Purchase Price and Three Million Dollars ($3,000,000) from the LLC Purchase Price, as a fund to satisfy Seller's indemnification obligations under this Section 9, by placing such funds in an escrow account in accordance with the Escrow Agreement attached hereto as Exhibit D. If Buyer is entitled to receive any amount from Seller under this Agreement as an indemnification payment under this Section 9, without prejudice to the rights of Buyer to seek any recovery from and against Seller as provided hereunder, Buyer shall be entitled to recover all or any portion of such amount in accordance with the terms of the Escrow Agreement, to the extent of the cash or other property held in escrow thereunder. Buyer agrees not to make any "Claim" under the Escrow Agreement (as defined therein) other than upon satisfaction of the other conditions set forth in this Section 9. Claims under the Escrow Agreement shall bear interest from the date on which the Claim is asserted until paid (i) at the rate of interest, if any, earned on funds held under the Escrow Agreement or (ii) if no interest is being earned on such funds, at the rate of four percent (4%) per annum.
Holdback Escrow. (a) Simultaneously herewith Landlord is authorizing the Escrow Agent to disburse to Tenant a portion of the balance of the Final Payment in the amount of $3,000,000, which constitutes a portion of “Escrowed Funds” as defined in the First Amendment.
Holdback Escrow. At the Closing, the Buyer shall deposit (or cause to be deposited) an amount equal to the Holdback Amount with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms of the Holdback Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows:
