Payment into Escrow. (a) Buyer shall have the right to deliver all or a portion of any Earnout Payment then due and payable to the Sellers (other than Pentland) to the Escrow Agent, to be held under the Seller Escrow Agreement, in the following circumstances: (i) the amount delivered does not exceed the amount of bona fide claims made by the Buyer Indemnified Persons against the Sellers (other than Pentland) under Article X of the Purchase Agreement for which there are then insufficient funds held under the Seller Escrow Agreement, (ii) the indemnification claims as to which a portion of the Earnout Payment is being delivered to the Escrow Agent are of a kind that may be paid from funds held under the Seller Escrow Agreement in accordance with its terms and (iii) the portion of the Earnout Payment delivered to the Escrow Agent in respect of a Seller (other than Pentland) relates to indemnification claims for which that Seller may then be liable under the terms of the Purchase Agreement. Any additional funds delivered to the Escrow Agent in accordance with Section 10.1(f) of the Purchase Agreement and this Section 3.2 shall be accompanied by a notice containing an allocation of such funds among the Sellers (other than Pentland), and upon delivery to the Escrow Agent shall be and become part of each named Seller’s Allocated Amount (as defined in the Seller Escrow Agreement) in the amount(s) specified in such notice.
(b) Buyer shall have the right to deliver all or a portion of any Earnout Payment then due and payable to Pentland to the Escrow Agent, to be held under the Pentland Escrow Agreement, in the following circumstances: (i) the amount delivered does not exceed the amount of bona fide claims made by the Buyer Indemnified Persons against Pentland under Article X of the Purchase Agreement for which there are then insufficient funds held under the Pentland Escrow Agreement, (ii) the indemnification claims as to which a portion of the Earnout Payment is being delivered to the Escrow Agent are of a kind that may be paid from funds held under the Pentland Escrow Agreement in accordance with its terms and (iii) the portion of the Earnout Payment delivered to the Escrow Agent relates to indemnification claims for which Pentland may then be liable under the terms of the Purchase Agreement. Except as set forth in this Section, Buyer shall have no right of set off against any Earnout Payment.
Payment into Escrow. As of the date of execution of this Agreement, the Purchaser shall have deposited $250,000 into an escrow account (the “Escrow Amount”) with Xxxxxx X. Xxxxxxx, P.C. (the “Escrow Agent”) pursuant to a written Escrow Agreement with the Seller and the Escrow Agent (the “Escrow Agreement”). The $250,000 shall be held in escrow until the Closing as hereinafter defined. In the event that the Closing occurs, the Escrow Amount will be paid by the Escrow Agent to the Seller and shall be credited against the cash portion of the Purchase Price as set forth in Section 3.1(i) above. The Escrow Agreement shall further provide that if the Purchaser, through no fault of Seller, does not complete the acquisition as provided for in this Agreement, that the Seller shall be entitled, as its sole, legal and equitable remedy, to receive and retain all of the Escrow Amount as and for its liquidated damages. The Escrow Agreement shall further provide that in the event that the Closing does not occur through no fault of Purchaser, then the Purchaser shall be entitled, in addition to any other remedies which it may have, to receive and retain all of the Escrow Amount.
Payment into Escrow. (a) Notwithstanding anything to the contrary in this Agreement, in the event the Company determines in good faith that there exists a material risk that any amounts due to the Company under Section 8.5(c) would be treated upon the payment of such amounts to the Company as gross income for purposes of Section 856 of the Code (other than as described in Section 856(c)(3) of the Code) (“Nonqualifying Income”), the amount paid to the Company pursuant to Section 8.5(c) in the tax year during which such amount would otherwise be paid shall not exceed the maximum amount that can be paid to the Company in such tax year without causing the Company to fail to meet the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code (the “REIT Requirements”) for any tax year, determined as if the payment of such amount were Nonqualifying Income as determined by the Company in good faith.
(b) If the amount that Parent would otherwise be obligated to pay to the Company pursuant to Section 8.5(c) is greater than the amount payable for the tax year during which any such amount would otherwise be paid pursuant to Section 8.6(a) (the positive excess of such amount, the “Company Excess Amount”), then:
(i) Parent shall place the Company Excess Amount into an escrow account (the “Company Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Company and shall not release any portion thereof to the Company, and the Company shall not be entitled to any such amount, unless and until the Company delivers to Parent, at the sole option of the Company, (A) an opinion (a “Company Excess Amount Tax Opinion”) of the Company’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income or (B) a private letter ruling issued by the IRS to the Company indicating that the receipt of any Company Excess Amount hereunder will not cause the Company to fail to satisfy the REIT Requirements (a “Company REIT Qualification Ruling”). The escrow agreement shall also provide that (x) the amount in the Company Escrow Account shall be treated as the property of Parent, unless it is released from such Company Escrow Account to the Company, (y) all income earned upon the amount in the Company Escrow Account shall be treated as income of Parent and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, as income earned by Parent wheth...
Payment into Escrow. Upon execution of this Agreement, the Purchaser has delivered to the Escrow Agent the sum of *** (the “Deposit”), which represents a portion of the cash comprising the Purchase Price (as defined in the Asset Purchase Agreement). The Escrow Agent acknowledges receipt thereof. *** Confidential Treatment Requested 1. Exhibit 10.65
Payment into Escrow. Acquirer shall deposit US$1,000,000 in cash (the “New Escrow Amount”) in the Escrow Account previously established with Li, Wong, Lxx & W.I. Cxxxxx (the “Escrow Agent”) pursuant to the Term Sheet or an escrow account under the name of Acquirer (or any of its designated affiliates on its behalf) to be established with the Escrow Agent pursuant to a mutually satisfactory escrow agreement (the “Escrow Agreement”) to be entered into by Acquirer and the Shah Sellers with the Escrow Agent. The Acquirer shall deposit New Escrow Amount no later than July 31, 2016. The Escrow Agreement shall provide that the New Escrow Amount shall be (i) released to the Shah Sellers upon the Closing, together with any interest earned thereon, and the New Escrow Amount and any such interest shall be credited against the Purchase Price for the Ordinary Shares to be purchased from the Shah Sellers, or (ii) refunded to the Acquirer together with any interest earned thereon in the event that the Closing has not occurred by August 31, 2016 (the “New Termination Date”), unless the Acquirer is obligated to pay a termination fee to the Shah Sellers under the conditions set forth in this Fourth Amendment, or (iii) released to one or more accounts to be designated by the Shah Sellers if the Acquirer is obligated to pay a termination fee to the Shah Sellers under the conditions set forth in this Fourth Amendment.
Payment into Escrow. Each Purchaser will deposit with the Escrow Agent the amount set forth opposite his/her/its names on Exhibit A as the "Amount of Deposit" on or prior to the execution of the Purchase Agreement, in the aggregate amount of the Escrowed Funds. The Amount of Deposit shall be hereinafter referred to as the "Escrowed Funds." The Escrow Agent will hold the Escrowed Funds and the earnings on the Escrowed Funds in escrow pursuant to the terms of this Agreement.
Payment into Escrow. At the Closing, Buyer shall wire $250,000 to Escrow Agent, to be held in escrow (the "Escrow Account") pursuant to an escrow agreement in the form attached hereto as Exhibit 3.1(b) (the "Escrow Agreement").
Payment into Escrow. Upon execution of this Agreement by the Issuer and the Subscriber, and not later than March 17, 1998, the Subscriber shall transfer to the Escrow Agent the principal amount of the Note set forth opposite the Subscriber's name on Exhibit "A" hereto.
Payment into Escrow. At the Closing or promptly, but in no event later than 24 hours, after the Closing, the Purchaser shall deliver to the Escrow Agent $500,000 (the “Cash Escrow Amount”) to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.
Payment into Escrow. Notwithstanding the foregoing, if any person (a "claimant") claims prior to the Closing Date that all or any portion of the Purchase Price should be paid to such claimant rather than to Seller and such claim has not been finally resolved by the Closing Date, as evidenced by a final nonappealable order of a court of competent jurisdiction over such claim or the claimant's delivery to Purchaser of a release executed by such claimant, Purchaser shall deliver the disputed portion of the Purchase Price to a bank on the Closing Date to be held in escrow by such bank until such dispute has been finally resolved, evidenced as stated above.
