Common use of Pledged Assets Clause in Contracts

Pledged Assets. (a) As collateral security for the payment of any Post-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members pursuant to Article 8, the Members shall, and by execution hereof do, transfer to Xxxxxxx & Xxxxxxx, a Virginia professional corporation ("Escrow Agent"), $500,000 of the Cash Purchase Price (the "Pledged Assets"). (b) The Pledged Assets shall be held by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members and the Escrow Agent. (c) The Pledged Assets shall be available to satisfy any Post-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members pursuant to Article 8, until May 31, 1999, (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall return or cause to be returned to the Members (in such proportions as directed by the Members' Representative) the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any Post-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Post-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 8), and (iii) any indemnification obligations of the Members pursuant to Article 8.

Pledged Assets. (a) As collateral security for the payment of any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.32.1, or any indemnification obligations of the Members or TLG Members Stockholder pursuant to Article 89, the Members Stockholder shall, and by execution hereof dodo hereby, transfer transfer, pledge and assign to Xxxxxxx & XxxxxxxUSFloral, for the benefit of USFloral, a Virginia professional corporation ("Escrow Agent"), $500,000 of security interest in the Cash Purchase Price following assets (the "Pledged Assets"): (i) at the Closing, that number of shares of USFloral Common Stock with a value, based on the Initial Price, equal to ten percent (10%) of the Initial Consideration as the same may have been adjusted pursuant to Section 1.2 or Section 2.1 hereof, and the certificates and instruments, if any, representing or evidencing each such Stockholder's Pledged Assets; upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price, equal to ten percent (10%) of the Earn-Out Consideration, and the certificates and instruments, if any, representing or evidencing the Pledged Assets; (ii) upon determination of the Earn-Out Consideration, that number of shares of USFloral Common Stock with a value, based on the Earn-Out Price equal to fifty percent (50%) of the Earn-Out Consideration (the "Earn-Out Pledged Assets"); (iii) all securities hereafter delivered to such Stockholder with respect to or in substitution for the Pledged Assets, all certificates and instruments representing or evidencing such securities, and all cash and non- cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event the Stockholder receives any such property, the Stockholder shall hold such property in trust for USFloral and shall immediately deliver such property to USFloral to be held hereunder as Pledged Assets; and (iv) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b) Each certificate, if any, evidencing the Pledged Assets issued in the Stockholder's name in the Stock Purchase shall be delivered to USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at USFloral's request. The Stockholder shall, at the Closing, deliver to USFloral, for each such certificate, a stock power duly signed in blank by him or her. Any cash comprising the Pledged Assets shall be held withheld by the Escrow Agent pursuant USFloral from distribution to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members and the Escrow AgentStockholder. (c) The Pledged Assets shall be available to satisfy any Postpost-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 2.1 and any indemnification obligations of the Members or TLG Members Stockholder pursuant to Article 8, 9 until May 31, 1999, the date which is one year after the Closing Date (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent USFloral shall return or cause to be returned to the Members (in such proportions as directed by the Members' Representative) Stockholder the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Post-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3)2.1, (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 8)9), and (iii) any indemnification obligations of the Members Stockholder pursuant to Article 89. Notwithstanding the preceding two sentences the Earn-Out Pledged Assets shall be available to satisfy any adjustment to the Earn-Out Consideration until the determination by USFloral's Accountant's of the 1999 EBIT. Promptly following such determination, USFloral shall cause to be returned to the Stockholder the Earn-Out Pledged Assets, less Earn-Out Pledged Assets having an aggregate value equal to the amount of any adjustment to the Earn-Out Consideration under Section 2.1. For purposes of this Section 2.2(c) and Article 9, the USFloral Common Stock held as Pledged Assets shall be valued at (x) the Initial Price with respect to any post-Closing adjustment to the Purchase Price under Section 2.1, (y) the Earn-Out Price with respect to any adjustment to the Earn-Out Consideration and (z) the average of the closing price on the Nasdaq National Market per share of USFloral Common Stock for the five trading days prior to the satisfaction of an indemnification obligation (the "Market Value") with respect to indemnification obligations pursuant to Article 9.

Pledged Assets. (a) As collateral security for the payment of any Post-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 8, the Members Stockholders shall, and by execution hereof dodo hereby, transfer transfer, pledge and assign to Xxxxxxx & XxxxxxxBuyer, for the benefit of Buyer, a Virginia professional corporation ("Escrow Agent"), $500,000 of security interest in the Cash Purchase Price following assets (the "Pledged Assets")): (i) $700,000 of the cash comprising each Stockholder's share of the Cash Purchase Price as the same may have been adjusted pursuant to Section 1.2 or Section 1.3 hereof; and (ii) all interest and earnings incident to the foregoing property. (b) The Each Stockholder's Pledged Assets shall be held withheld by Buyer from distribution to such Stockholder at the Escrow Agent pursuant Closing (as defined below) and shall be retained by Buyer in an interest-bearing account chosen by Buyer in its sole and absolute discretion that earns interest equal to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members and the Escrow Agentor greater than prevailing rates for United States Treasury bills. (c) The Pledged Assets shall be available to satisfy any Postpost-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 88 until August 12, until May 31, 1999, 1999 (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent Buyer shall return or cause to be returned to the Members Stockholders (in such proportions proportion to their respective holdings of Stock as directed by the Members' Representativeset forth on Schedule 1.2(a)(i)) the Pledged Assets, together with all earned and accrued interest, less Pledged Assets having an aggregate value equal to the amount of (i) any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Postpost-Closing adjustment to the Cash Purchase Price that is subject to dispute the parties are disputing under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 8), and (iii) any indemnification obligations of the Members Stockholders pursuant to Article 8.

Pledged Assets. (a) As collateral security for the payment of any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 8, the Members Stockholders shall, and by execution hereof do, transfer to Xxxxxxx & Xxxxxxx, a Virginia professional corporation ("Escrow Agent"), ) $500,000 of the Cash Purchase Price 800,000 (the "Pledged Assets"). (b) The Pledged Assets shall be held by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members Company and the Escrow AgentStockholders. (c) The Pledged Assets shall be available to satisfy any Post-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 88 until September 18, until May 31, 1999, 1999 (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall return or cause to be returned to the Members Stockholders (in such proportions proportion to their respective holdings of Stock as directed by the Members' Representative) set forth on Schedule 1.2), the Pledged AssetsAssets (including any interest earned thereon), less Pledged Assets having an aggregate value equal to the amount of (i) any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Postpost-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Indemnified Party (as defined in against the Stockholders pursuant to Article 8)8, and (iii) any indemnification obligations of the Members Stockholders finally determined to be owed by the Stockholders pursuant to Article 8.

Pledged Assets. (a) As collateral security for the payment of any Post-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 8, the Members Stockholders shall, and by execution hereof do, do transfer to Xxxxxxx & Xxxxxxx, a Virginia professional corporation ("Escrow Agent"), ) $500,000 391,320 of the Cash Purchase Price (the "Pledged Assets"). (b) The Pledged Assets shall be held by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among the Buyer, the Members, the TLG Members Stockholders and the Escrow Agent. (c) The Pledged Assets shall be available to satisfy any Postpost-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 88 until December 2, until May 31, 1999, 1999 (the "Release Date"). Promptly following the Release Date, and subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall return or cause to be returned to the Members (in such proportions as directed by the Members' Representative) Stockholders the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Postpost-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 8), and (iii) any indemnification obligations of the Members Stockholders pursuant to Article 8.

Pledged Assets. (a) As collateral security for the payment of any Post-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 8, the Members Stockholders shall, and by execution hereof do, transfer to Xxxxxxx Kaufman & XxxxxxxCanoles, a Virginia professional corporation ("Escrow Xxxxxx Agent")) $000,000, $500,000 which equals 10% of the Cash Purchase Price (the "Pledged Assets"). (b) The Pledged Assets shall be held by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members Company and the Escrow AgentStockholders. (c) The Pledged Assets shall be available to satisfy any Postpost-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members Stockholders pursuant to Article 88 until June 5, until May 31, 1999, 1999 (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall return or cause to be returned to the Members Stockholders the Pledged Assets (in such proportions proportion to their respective holdings of Stock as directed by the Members' Representative) the Pledged Assetsset forth on Schedule 1.2(a)(i)), less Pledged Assets having an aggregate value equal to the amount of (i) any Postpost-Closing adjustment to the Cash Purchase Price under Section 1.3 (including any Postpost-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 8), and (iii) any indemnification obligations of the Members Stockholders pursuant to Article 8.

Pledged Assets. (a1) As collateral security for the payment of any Post-Closing adjustment to the Cash Purchase Price under Section 1.3, or any indemnification obligations of the Members or TLG Members Stockholder pursuant to Article 8, the Members Stockholder shall, and by execution hereof dodoes hereby, transfer transfer, pledge and assign to Xxxxxxx & XxxxxxxBuyer, for the benefit of Buyer, a Virginia professional corporation ("Escrow Agent"), $500,000 of security interest in the Cash Purchase Price following assets (the "Pledged Assets"), which shall be held and distributed in accordance with the Escrow Agreement to be entered into on the Closing (as defined in Section 2 below) between Buyer, Stockholder and the Escrow Agent named therein in the form of Exhibit I hereto (the "Escrow Agreement"): (1) seven percent (7%) of the cash comprising the Cash Purchase Price paid on the Closing Date; and (2) all interest, earnings and other cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property. (b2) The Pledged Assets shall be held withheld by Buyer from distribution to the Stockholder at the Closing and instead shall be deposited in escrow with the Escrow Agent pursuant to the terms and conditions set forth named in the Escrow Agreement ("to be held and distributed pursuant to the Escrow Agreement") dated as of the date hereof by and among Buyer, the Members, the TLG Members and the Escrow Agent. (c3) The Pledged Assets shall be available to satisfy any Postpost-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3 and any indemnification obligations of the Members or TLG Members Stockholder pursuant to Article 8, 8 until May 31, 1999, One-Hundred Twenty (120) days after the Closing Date (the "Release Date"). Promptly following the Release Date, subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall return or cause to be returned to the Members (in such proportions as directed by the Members' Representative) Stockholder the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any Postpost-Closing adjustment to the Cash Purchase Price payable to Buyer under Section 1.3 (including any Postpost-Closing adjustment to the Cash Purchase Price that is subject to dispute under the terms and conditions of Section 1.3), (ii) any pending claim for indemnification made by any Buyer Indemnified Party (as defined in Article 8), and (iii) any indemnification obligations of the Members Stockholder pursuant to Article 8, which retained Pledged Assets shall continue to be held in accordance with the terms and conditions of the Escrow Agreement.