Holdback Escrow Agreement Clause Samples
A Holdback Escrow Agreement is a contractual provision that requires a portion of the purchase price or funds to be temporarily held by a neutral third party (the escrow agent) until certain conditions or obligations are fulfilled. In practice, this means that after a transaction, such as a business sale, a specified amount is set aside in escrow to cover potential post-closing claims, adjustments, or indemnities. This arrangement protects the buyer by ensuring funds are available to address any issues that arise after closing, while also providing the seller with a clear process for the eventual release of the held funds once all conditions are satisfied.
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Holdback Escrow Agreement. If applicable, the Holdback Escrow Agreement in the form attached to this Agreement as EXHIBIT H.
Holdback Escrow Agreement. In the event the Vendors do not deliver to the Purchaser the Audited Financial Statements, prior to the Closing Date then the Vendors, the Purchaser and the Escrow Holder shall have entered into the Holdback Escrow Agreement and the Purchaser shall have deposited the Holdback with the Escrow Holder.
Holdback Escrow Agreement. The Holdback Cash and the Escrowed Shares shall be held by the Holdback Escrow Agent pursuant to an Escrow Agreement substantially in the form of Exhibit B hereto (the "Holdback Escrow Agreement") during the Indemnification Period (as defined herein). At the expiration of the Indemnification Period, (i) the then remaining balance of the Holdback Cash shall be paid to Globe and (ii) the then remaining number of Escrowed Shares shall be returned to Globe, whereupon such Escrowed Shares shall be cancelled and shall cease to be issued and outstanding. The Holdback Cash and Escrowed Shares shall not, to the extent permitted by law, be subject to claims of any creditors of Globe or Seller.
Holdback Escrow Agreement. One (1) original of the Holdback Escrow Agreement, duly executed by Buyer.
Holdback Escrow Agreement. Seller and Escrow Agent shall have delivered a duly executed copy of the Holdback Escrow Agreement to Buyer.
Holdback Escrow Agreement. The Holdback Escrow Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A.
Holdback Escrow Agreement. The Holdback Escrow Agreement shall have been executed and delivered by the Purchaser and the escrow agent thereunder.
Holdback Escrow Agreement. At the Closing, ------------------------- in accordance with Section 6.3.6 hereof, Buyer, TCM, Holders' Agents and the Escrow Holder shall enter into a Holdback Escrow Agreement substantially in the form attached hereto as Exhibit D --------- (the "Holdback Escrow Agreement").
Holdback Escrow Agreement. Holdback Escrow Agreement, in substantially the form attached hereto as Exhibit 7.2.14, executed by Seller.
Holdback Escrow Agreement. The Holdback Escrow Agreement shall have been executed and delivered by the Representative (on behalf of the Shareholders) and the Escrow Agent.
1.6. Section 10.14(b) of the Stock Purchase Agreement is hereby amended by adding the following at the end thereof: Without limiting the generality of the foregoing, the Representative is hereby authorized (i) to receive any payment owing to the Plan Shareholders pursuant to Section 6.19, (ii) to execute the Holdback Escrow Agreement on behalf of the Plan Shareholders, and (iii) to take all actions on behalf of the Plan Shareholders in connection with any actions taken or to be taken under Section 6.19. The Representative and the Plan Shareholders hereby agree that any amounts disbursed out of the Holdback Escrow Account to the Representative pursuant to the terms of Section 6.19 and/or the Holdback Escrow Agreement shall be distributed by the Representative to the Plan Shareholders in accordance with Schedule 1 and Exhibit B, as applicable.
1.7. Annex 1 and Annex 2 to this Amendment are hereby added as Annex 1 and Annex 2 to the Stock Purchase Agreement, respectively.