Purpose of the Escrow Fund. Subject to the terms and conditions of this Deposit Escrow Agreement, the Escrow Agent shall hold the Escrow Fund to secure certain payment obligations pursuant to Section 2.05 of the Asset Purchase Agreement.
Purpose of the Escrow Fund. The Escrow Amount will be deposited with the Escrow Agent and will be held by the Escrow Agent to secure the obligations of the Sellers to make payments to the Buyer Parties and (if applicable) to the Arbiter in connection with adjustments to the Purchase Price pursuant to Section 3.3 of the Purchase Agreement.
Purpose of the Escrow Fund. The Escrow Fund shall be held by the Escrow Agent to provide a source of collateral for the liabilities of the Company under the CTOA.
Purpose of the Escrow Fund. The Escrow Amount will be held by the Escrow Agent as a deposit made by the Buyer to be credited against the Purchase Price to the Borough pursuant to Section 2.4 of the Agreement.
Purpose of the Escrow Fund. 3.1 The purpose of the Escrow Fund is to deposit a designated portion of the Purchase Price to provide a source to fund any Chip Change Credit, any Purchase Price Deduct, and any indemnification obligation of Seller pursuant to Section 8.1 of the Purchase Agreement.
Purpose of the Escrow Fund. The Escrow Fund will be deposited with the Escrow Agent and will be held by the Escrow Agent to secure the obligations of CYMI as set forth in Exhibit 5.5(z) to the Asset Purchase Agreement.
Purpose of the Escrow Fund. The Escrow Agent shall hold the Escrow Amount as necessary to ensure the compliance by the Company with the various actions set forth on the capital requirements schedule.
Purpose of the Escrow Fund. The Escrow Amount will be held by the Lock Box Agent to fund the obligations of the Company to make payments to each Shareholder with respect to the Company’s repurchase of such Shareholder’s Shares pursuant to Section 6.1 of each respective Subscription Agreement.
Purpose of the Escrow Fund. 4.1 The Escrow Shares which are designated as the Company Indemnity Shares shall be held by the Escrow Agent in the Escrow Fund during the Indemnity Period. Any Indemnification Claims made within the Indemnity Period shall, if agreed to or determined correct hereunder, be paid pro rata from the Company Indemnity Shares. Subject to any Indemnification Claims made pursuant to Section 7 hereunder, the Company Indemnity Shares shall only be released in accordance with the terms and conditions of this Agreement and the Merger Agreement.
4.2 The Escrow Shares which are designated as the Regular Escrow Shares but which are not Company Indemnity Shares and which shall not be released in respect of any Indemnification Claim, shall be held by the Escrow Agent until released hereunder in accordance with the terms and conditions of this Agreement.
4.3 The Escrow Shares which are designated as the Principal Stockholder Merger Consideration but which are not Company Indemnity Shares and which shall not be released in respect of any Indemnification Claim, shall be held by the Escrow Agent until released hereunder in accordance with the terms and conditions of this Agreement.
4.4 The Escrow Shares which are designated as the Performance Shares, but which are not Company Indemnity Shares and which shall not be released in respect of any Indemnification Claim, shall be held by the Escrow Agent until released hereunder in accordance with the Performance Milestones (as defined herein) set forth in this Agreement and in accordance with the terms and conditions of the Merger Agreement.
4.5 The Regular Escrow Shares, including the Principal Stockholder Merger Consideration, and any Performance Shares, shall not be used for the payment, in whole or in part, of any Indemnification Claim or subject to any offset.
Purpose of the Escrow Fund. The Escrow Agent shall hold the Escrow Amount to secure (i) the indemnification obligations of the Seller and Audiovox contained in Article VIII of the Purchase Agreement and (ii) the obligations of the Seller pursuant to Sections 2.07(c)(i) and (ii) of the Purchase Agreement regarding any payment of a downward adjustment of the Purchase Price (each a "Purchase Price Adjustment Amount") as determined in accordance with Section 2.07(c) of the Purchase Agreement.
