Second Escrow Period Sample Clauses

Second Escrow Period. (a) If, by 12 noon on the last day of the Second Escrow Period, the Purchaser shall not have notified the Sellers of a Claim during that Second Escrow Period then to the extent that the amount in the Escrow Account is in excess of £1,200,000, then the amount so in excess shall be paid to the Sellers. If by such time a Claim shall have been so notified, paragraphs 3.3(b), 3.3(c) and 3.3(d) shall apply. (b) If a Claim is so notified and is settled or otherwise determined within the Second Escrow Period, there shall be paid out of the Escrow Account to the Purchaser an amount equal to the amount of the Claim (as so settled or determined) in satisfaction of the relevant liability together with interest in accordance with paragraph 2.3 or, if the aggregate amount in the Escrow Account is less than the amount of the Claim (as so settled or determined), the aggregate amount then standing to the credit of the Escrow Account towards satisfaction of the relevant liability. (c) If a Claim is so notified within the Second Escrow Period and proceedings in respect of such Claim are commenced within the period specified in paragraph 1.1 of schedule 5 but such Claim is not settled or otherwise determined prior to the expiry of the Second Escrow Period, then within 5 Business Days of the expiry of the Second Escrow Period the Purchaser shall notify the Sellers in writing of its estimate of the amount of such Claim(s) such notice to be accompanied by the written opinion of Counsel of not less than 5 years’ call to the effect that it can be said that the Purchaser has a real prospect of succeeding on the Claim(s) to the extent of the amount so estimated or, if less, the amount stated in the opinion. Subject to receipt by the Sellers of such notice and opinion within such period, there shall be retained in the Escrow Account an amount equal to the lesser of: (i) the aggregate of any amount so estimated or stated in accordance with this paragraph 3.3(c) and any amount estimated or stated in accordance with paragraph 3.2(c) (to the extent not settled or determined in the Second Escrow Period); and (ii) the aggregate amount then standing to the credit of the Escrow Account. After the retention of any amounts in the Escrow Account in accordance with this clause 3.3(c), the balance (if any) of the Escrow Account shall be paid to the Sellers. (d) The amounts retained in accordance with paragraphs 3.2(c) and 3.3(c) shall continue to be held in the Escrow Account until such Claim or ...
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Second Escrow Period. On the date that is 18 months after the Closing Date (the “Release Date”), Buyer shall pay to Sellers (pro rata in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Sellers, an amount equal to: (i) the Indemnity Escrow Amount, (ii) less the amount, if any, paid to Sellers under Section 7.6(a), (iii) less the sum of (A) all Indemnity Claims by a Buyer Indemnified Party that have been finally determined as a Liability of Sellers in accordance with this Article VII as of such date and (B) Buyer’s good faith estimate of the aggregate amount of all Unresolved Claims.
Second Escrow Period. Upon the expiration of the Second Escrow Period the Second Escrow Fund shall terminate automatically and without further notice or action on the part of any party and all Second Escrow Shares, New Shares, cash dividends or other property attributable thereto and which have not been released from the Second Escrow Fund pursuant to this Agreement shall be delivered to the Warrantors in accordance with this Agreement; provided, however, that a number of Second Escrow Shares, which, in the reasonable judgment of Purchaser is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent after the First Escrow Termination Date but prior to the expiration of the Second Escrow Period with respect to facts and circumstances existing on or prior to the Second Escrow Termination Date shall remain in the Second Escrow Fund (and the Second Escrow Fund shall remain in existence) until such claims have been resolved; provided further, that Purchaser agrees to notify the Escrow Agent in writing of the expiration of the Second Escrow Period.
Second Escrow Period. Within three (3) business days -------------------- following the 180/th/ day following the Closing (the "Second Escrow Period" and, -------------------- together with the First Escrow Period, the "Escrow Periods") the Escrow Agent -------------- shall release to Seller, by wire transfer of a portion of the Escrow Fund, into a bank account designated by Seller, a cash amount equal to the remaining balance of the Escrow Fund, less an amount equal to the sum of such portion of the remaining Escrow Fund which, in the judgment of Parent, subject to the reasonable objection of the Seller and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Second Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved (such resolution to be evidenced by the written agreement of the Seller and the Parent or the written decision of the arbitrators as described in Section 7.3(f)), the Escrow Agent will deliver to the Seller the remaining portion of the Escrow Fund (along with all accrued interest thereon) not required to satisfy such claims. The parties agree and acknowledge that any portion of the Escrow Fund excluded from distribution to Seller by operation of clauses (x) or (y) of Section 7.3(b)(i) shall not also be excluded from distribution to Seller by operation of this Section 7.3(b)(ii).
Second Escrow Period. On the date that is 18 months after the Closing Date (the “Release Date”), Buyer and Seller shall execute and deliver Joint Written Instructions to the Escrow Agent to pay to Seller, by wire transfer of immediately available funds in accordance with Seller’s wire transfer instructions, an amount equal to: (i) the Escrow Amount, (ii) less the amount, if any, paid to Seller under Section 10.7(a), (iii) less the sum of (A) all claims for indemnification made by a Buyer Indemnified Party that have been finally determined as a Liability of Seller in accordance with this Article X as of such date, (B) all claims for payment of a Shortfall Amount under Section 1.5(c) and (C) Buyer’s good faith estimate of the aggregate amount of all Unresolved Claims.

Related to Second Escrow Period

  • Escrow Period The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following: a. The date upon which Escrow Agent has received the Escrow Amount cleared in the Escrow Account and the Issuer and/or Broker instructed a partial or full closing on those funds, provided, however, that the Escrow Amount does not exceed the Maximum Amount of the Offering.; or b. The date which is one year from the date of qualification of the Offering by the Securities and Exchange Commission; or c. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or d. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied.

  • Unused Escrow Funds In the event that a Closing does not occur when required under the Contract, or in the event that the Closing does occur but Escrow Funds remain in an account with Escrow Agent, the Escrow Agent shall notify OPWC in writing promptly thereafter. After receipt of such notice, OPWC shall deliver written instructions to Escrow Agent directing Escrow Agent’s release of the Escrow Funds. Immediately upon Escrow Agent’s receipt of such notice from OPWC, Escrow Agent shall release the Escrow Funds, or balance thereof, in accordance with OPWC’s written instructions.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

  • Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $56,000,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of such sum from the Underwriters, to confirm such receipt by executing (by manual or facsimile signature) and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest ("Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

  • Escrow Fund Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund.

  • Holdback In connection with a Requested Underwritten Offering or an Underwritten Piggyback Offering, upon the request of the Demand Holders participating therein or the managing underwriters of such offering, each holder of Registrable Securities shall, (a) enter into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriters of such Public Offering and (ii) subject to customary exceptions, not sell, transfer, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) in each case during, in the case of an initial public offering, the 180-day period beginning on the effective date of such registration statement or, in the case of any other such underwritten offering, the 60-day period beginning on the date of pricing of such offering (each, a “Holdback Period”), except as part of such offering or pursuant to such exceptions as may be agreed by the Demand Holders participating therein and the managing underwriters of such offering; provided, however, that (x) such Holdback Period shall be no longer than that which is applicable to any other Holder and (y) any agreement with the underwriter(s) with respect to a Holdback Period shall provide that the underwriter(s) may not waive the Holdback Period for any other Holder unless it is waived for all Holders. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 8 shall in any way limit Xxxxxxx Xxxxx & Co. LLC or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to any Registrable Securities acquired by Xxxxxxx Sachs & Co. LLC or any of its Affiliates following the effective date of the first registration statement of the Company covering Class A Common Stock (or other securities) to be sold on behalf of the Company in an underwritten public offering.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • Dealing With Escrow Securities 4.1 Restriction on Transfer, etc. 4.2 Pledge, Mortgage or Charge as Collateral for a Loan 4.3 Voting of Escrow Securities 4.4 Dividends on Escrow Securities 4.5 Exercise of Other Rights Attaching to Escrow Securities

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