Payment of Escrow Amount. On the date hereof, and as a condition to execution of this Agreement by MLP and MHC, Sub, MLP and MHC have entered into an escrow agreement substantially in the form of Exhibit A-1 attached hereto (the "Pre-Closing Escrow Agreement"), with the Paying Agent, whereby Sub has caused to be deposited a letter of credit (the "Letter of Credit") in the face amount of $9,000,000 (the "Escrow Deposit"). In the event the Closing occurs in accordance with Section 1.2 hereof, the Letter of Credit shall be returned to Sub in exchange for a cash deposit of $9,000,000 (such cash, as well as any cash placed in escrow pursuant to Section 6.9(b), the "Escrow Funds" and such amount, the "Escrow Amount"), which shall be retained pursuant to the terms and conditions of an escrow agreement substantially in the form of Exhibit A-2 hereto (the "Post-Closing Escrow Agreement" and, collectively with the Pre-Closing Agreement, the "Escrow Agreement") as security for the payment by MHC of its indemnification obligations pursuant to the provisions of Section 10.1 hereof. Pursuant and subject to the terms and conditions of the Pre-Closing Escrow Agreement, (i) in the event of a termination of this Agreement pursuant to Section 9.2(e) hereof, MHC may direct the Paying Agent to draw upon the Letter of Credit and disburse to MLP the funds paid in connection which such drawing and (ii) in the event of a termination of this Agreement in any manner provided by Section 9.2 other than Section 9.2(e), Sub may direct the Paying Agent to return the Letter of Credit to Sub, and Sub shall thereafter have the Letter of Credit terminated. Following the Closing pursuant and subject to the terms and conditions of the Post-Closing Escrow Agreement and in accordance with the provisions of Section 2.3(a) and Article X of this Agreement, in the event of any Losses, Expenses or other amounts becoming due and payable by MHC on behalf of holders of Units pursuant to the indemnification provisions of Section 10.1 hereof, MHC and the Parent shall direct the Paying Agent to disburse to Parent funds in the amount of any such Losses, Expenses or other amounts from the Escrow Funds. Earnings from the investment of the Escrow Funds under the Post-Closing Escrow Agreement shall be paid in accordance with the Post-Closing Escrow Agreement. Notwithstanding anything to the contrary set forth in this Agreement (except as provided in Section 12.2(a) hereof), after the Closing, the Escrow Funds shall be the sole and exclu...
Payment of Escrow Amount. (a) The Escrow Amount shall be payable to the Shareholders based on the maintenance of Buyer’s permitted, active data feeds with all Multiple Listing Service (“MLS”) partners (“MLS Relationships”) listed or described on the MLS Scorecard (as defined below) following the Closing Date. For purposes of this paragraph, “permitted” shall mean (i) allowed pursuant to the terms of a
Payment of Escrow Amount. With respect to any portion of the Escrow Amount to be released to Indemnifying Parties pursuant to Section 10.7:
(a) if any Indemnifying Party who held shares of Company Capital Stock has not satisfied the Payment Condition prior to the date on which such Escrow Amount is to be released or paid to such Indemnifying Party, then any portion of the Escrow Amount that would otherwise be released or paid to such Indemnifying Party shall be held by Parent or the Exchange Agent, without interest, until such Indemnifying Party satisfies the Payment Condition; and
(b) unless the Representative provides updated payment delivery instructions, each delivery of any portion of the Escrow Amount to a particular Indemnifying Party shall be effected in accordance with the payment delivery instructions set forth in such Person’s Letter of Transmittal.
Payment of Escrow Amount. (a) The Escrow Agent shall not authorize or make any disbursements of the Escrow Amount, except pursuant to Section 3 above.
(b) Any Claim Notice relating to the Escrow Amount must be authorized by one individual acting on behalf of EB&G who is listed on Schedule II attached hereto, such authorization not to be unreasonably withheld or delayed. In the event that at any time while this Escrow Agreement is in effect, any individual designated on Schedule II is no longer a member or partner of EB&G, then the Parent shall have the right to designate one or more individuals to fill the vacancy(s) on such list; provided, that such replacement signatory must be a partner or member of EB&G who is not related by blood or marriage to any party hereto.
Payment of Escrow Amount. The Purchaser hereby delivers to, and the Escrow Agent hereby acknowledges receipt of payment from the Purchaser, the amount of $148,000.00 payable to the Escrow Agent. The Escrow Agent shall forthwith invest the said sum of $148,000.00 in an interest bearing U.S. dollar account with the Bank of Montreal. Such sum of $148,000.00, together with interest accrued thereon during the term of this Agreement, less any payments made as contemplated by this Agreement, is hereinafter referred to as the “Escrow Amount”.
Payment of Escrow Amount. At Closing, Purchaser shall deliver by wire transfer of funds the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement.
Payment of Escrow Amount. At the Effective Time, Buyer will cause the Escrow Amount to be delivered to the Escrow Agent for deposit into the Escrow Account. The Escrow Agent will hold the Escrow Amount, and all interest (if any) and other amounts earned thereon (if any) in escrow pursuant to the Escrow Agreement, and for purposes of this Agreement the “Escrow Property” means, at any given time, the funds contained in the Escrow Account at that time. Buyer will be treated as the owner of the Escrow Property (and related interest and earnings) for income Tax purposes until such amounts are released. The Escrow Amount will be applied by the Escrow Agent in accordance with the terms of the Escrow Agreement to pay amounts owing or payable under Section 2.12, or otherwise disbursed in accordance with the terms of the Escrow Agreement. On the date any payment is due in accordance with Section 2.12(f) (but after the payment is made if due pursuant to Section 2.12(f)(ii)) (the “Escrow Termination Date”), an amount equal to the remaining Escrow Property at such time will be released from the Escrow Account to the Paying Agent for distribution to the Persons who were Sellers immediately prior to the Effective Time in accordance with the terms of the Escrow Agreement.
Payment of Escrow Amount. On Completion, the Purchaser shall pay the Escrow Amount into the Escrow Account out of the consideration to be received by the Warrantors. The Escrow Amount shall be dealt with in accordance with the terms of the Escrow Deed.
Payment of Escrow Amount. On the Closing Date, Purchaser shall deliver, by wire transfer of immediately available funds, the Escrow Amount to the Escrow Agent in accordance with Section 2.3.
Payment of Escrow Amount. If the Escrow Agent has received, on or prior to 11:59 p.m. pacific time on December 31, 2013, and in accordance with Section 1.6 of this Escrow Agreement, one or more Claim Notice(s) with respect to any Claims which have not been finally settled, then the Escrow Agent will (i) retain an amount equal to the lesser of the aggregate of the amounts specified in all such Claim Notices or the entire Escrow Amount pending final settlement of all such Claims in accordance with Section 1.6 above, and (ii) disburse to Seller on the first Business Day following December 31, 2013, the Escrow Amount less the amount so retained (if any) with respect to such Claims pending such final settlement. Upon the final settlement of each Claim in accordance with Section 1.6 above, the Escrow Agent will disburse to Buyer the portion (if any) of the Escrow Amount to which it is entitled pursuant to such Section 1.6 and disburse the remainder (if any) of the amount so retained pursuant to this Section 1.8 to Seller.
