The Escrow Fund Sample Clauses

The Escrow Fund. The Escrow Amount and all earnings thereon (the Escrow Amount and all such earnings being referred to herein together as the "Escrow Fund") shall be held by the Escrow Agent as a trust fund in a separate account maintained for the purpose, on the terms and subject to the conditions of this Agreement. The Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Agreement. Amounts held in the Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of either Purchaser or Seller owing to the Escrow Agent in any capacity.

The Escrow Fund. The Escrow Amount and all earnings thereon (the Escrow Amount and all such earnings being referred to herein together as the "Escrow Fund") shall be held by the Escrow Agent as a trust fund in a separate account maintained for the purpose, on the terms and subject to the conditions of this Agreement. Except as otherwise provided in Section 10 hereof, amounts held in the Escrow Fund shall not be available to, and shall not be

The Escrow Fund. (a) There is hereby established a fund (the “Escrow Fund”) to be held as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the Authority and the Escrow Bank and to be applied solely as provided in this Escrow Agreement. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of the principal of and interest on the Prior Bonds coming due on and prior to the Redemption Date and to the payment of the Redemption Price on the Redemption Date, which amounts shall be held in trust by the Escrow Bank for the Owners of the Prior Bonds. (b) The Escrow Bank, as Prior Trustee, is hereby instructed to liquidate the investments held in the funds and accounts established under the Prior Indenture. The Escrow Bank, as the Prior Trustee, has informed the Authority that, as of the date of issuance of the Bonds (the “Closing Date”), there is no less than $[ ] on deposit in such funds and accounts. On the Closing Date (i) the Escrow Bank, as the Prior Trustee, shall transfer the amount of $[ ] from the funds and accounts established under the Prior Indenture to the Escrow Fund, and (ii) the Escrow Bank shall deposit the amount of $[ ] received from the proceeds of the sale of the Bonds in the Escrow Fund, for a total of $[ ] transferred to and deposited in the Escrow Fund. (c) As reflected in the certification of the nationally recognized firm of independent certified public accountants delivered in connection herewith, upon the deposit of moneys pursuant to Section 2(b) hereof, the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of Defeasance Securities set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.

The Escrow Fund. (i) An escrow fund (the “Escrow Fund”) in the amount of $6,000,000 shall be established in accordance with the terms of the Escrow Agreement and shall be funded in accordance with Section 2(c). The Escrow Fund shall be withheld by Parent and allocated among the Participating Holders and participants in the Santur Corporation 2011 Incentive Plan, on a pro rata basis. The pro rata amount Parent shall withhold from each Participating Holder and participant in the Santur Corporation 2011 Incentive Plan, as applicable, shall be based on the aggregate amount of Merger Consideration that each such Person is entitled to receive at the Closing (disregarding any Merger Consideration payable with respect to any Series C-1 Preferred Stock (which shall not be held in escrow, regardless of whether the holder thereof is a Participating Holder) and without taking into account any deductions from such amount pursuant to this Section 2(j) or Section 8(d)(v)) pursuant to Sections 2(e)(v), 2(e)(vii) and 2(h), as the case may be (such pro rata amount, the “Pro Rata Share”). (ii) The remaining balance of the Escrow Fund not paid to Parent or subject to an outstanding Claim Notice shall be distributed in accordance with this Section 2(j) as soon as practicable but not later than three (3) Business Days after the expiration of the Escrow Indemnity Period. Such remaining balance of the Escrow Fund, less any amounts subject to pending indemnity claims unresolved as of such date, plus any interest on the Escrow Fund shall be distributed by the Escrow Agent to the Exchange Agent or the Surviving Corporation, as then applicable, for payment to the Participating Holders as provided in Section 2(e)(v), Section 2(e)(vii)(A), or Section 2(e)(vii)(B), as the case may be, and participants under the Santur Corporation 2011 Incentive Plan as provided in Section 2(h). (iii) Parent, the Company, and the Participating Holders agree for all tax purposes that: (i) the right of the Participating Holders to the Escrow Fund shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (ii) if and to the extent any amount of the Escrow Fund is actually distributed to the Participating Holders, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) Parent shall be treated as the owner of the Escrow Fund, and all interest an...

The Escrow Fund. (a) On the Closing Date, for the benefit of holders of Company Common Shares as of the Effective Time or for the benefit of the Surviving Corporation (as the case may be), the Company shall deposit in escrow (the "ESCROW FUND") an amount of cash sufficient to satisfy the Reasonably Expected Liabilities (as defined below) (the "ESCROW AMOUNT") with an escrow agent acceptable to the Company in its reasonable discretion (pursuant to an agreement in form and substance reasonably acceptable to GGC and the Company (the "ESCROW ARRANGEMENT")). The Escrow Amount shall be determined exclusively with reference to that amount of cash equal to the expected value of any claims, expenses, losses, liabilities, and obligations of the Company, the FUMI Share Trust or their respective subsidiaries whether currently known or unknown, absolute or contingent, asserted or unasserted, direct or indirect, arising by operation of law, equity or otherwise that would reasonably be expected to arise after the date hereof as a result of, on account of, in connection with or related to any fact, circumstance, condition or event occurring prior to the Closing Date that would amount to a breach of any representation, warranty or covenant contained herein or in any agreement attached as an Exhibit hereto made by or on behalf of the Company, the FUMI Share Trust or their respective subsidiaries (as if such representations, warranties and covenants were made as of the date hereof and at and as of the Effective Time as though made at and as of such time (or, if made as of a specific date, at and as of such date)) (such matters, "REASONABLY EXPECTED LIABILITIES"; provided, however, that Reasonably Expected Liabilities shall not include such liabilities listed on Section 2.14(a) of the Gotham Disclosure Schedule). (b) The Escrow Amount, including any earnings or interest thereon, shall be held and disbursed as provided in the Escrow Arrangement, which shall provide, among other things, that (i) any fees or expenses on account of, in connection with or related to the Escrow Arrangement shall be paid out of the Escrow Fund; (ii) any Taxes on earnings of the Escrow Fund shall be paid out of the Escrow Fund; (iii) funds shall be disbursed to the Surviving Corporation on an as- and when-needed basis to satisfy the Reasonably Expected Liabilities in the full amount of the actual liability relating to such Reasonably Expected Liability; (iv) as of the 24-month anniversary of the Closing Date (the "ES...

The Escrow Fund. The Escrow Amount and all earnings thereon (the Escrow Amount and all such earnings being referred to herein together as the "Escrow Fund") shall be held by the Escrow Agent as a trust fund in a separate account maintained for the purpose, on the terms and subject to the conditions of this Agreement. The Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Agreement. Except as set forth in Section 8 hereof, amounts held in the Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of Siemens, the Company, the Stockholders' Representative or any former holder of Company Common Stock owing to the Escrow Agent in any capacity.

The Escrow Fund. The Escrowed Shares, any cash resulting --------------- from the disposition of the Escrowed Shares pursuant to Section 1.05 herein, any stock dividends paid on any Escrowed Shares, or any rights or securities into which the Escrowed Shares are convertible or have been converted, and all earnings on any of the foregoing (collectively, the "Escrow Fund") shall be held ----------- by the Escrow Agent as a trust fund in separate accounts maintained for the purpose, on the terms set forth in, and subject to the conditions of, this Escrow Agreement. The Escrow Fund shall be divided into seven (7) accounts, each of which shall be an account for a separate Airwave Investor Indemnitor and which shall contain the number of Escrowed Shares set forth next to the name of the Airwave Investor Indemnitor on Schedule I hereto (each an "Account"). The ------- Escrow Agent shall maintain accurate and current balance information with regard to each Account and shall maintain each Account separately. The Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Escrow Agreement. Amounts held in the Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of any Party hereto owing to the Escrow Agent in any capacity.

The Escrow Fund. During the term hereof the Escrow Fund shall be distributed at any time, or from time to time, for the purpose of paying (1) any Adjustment Amount owed to Quanex or the Surviving Corporation pursuant to Section 1.9 of the Merger Agreement, (2) any and all claims, losses, costs, damages (whether actual, punitive or consequential and including strict liability claims) or expenses of any kind or nature whatsoever, whether or not the result of a third-party claim and including diminution in value, court costs, attorneys' fees and expenses and consultants' fees and expenses (each, a "Loss") that Quanex, the Surviving Corporation or any of their officers, directors, employees, agents or affiliates (each, a "Quanex Indemnified Party") shall suffer or incur arising out of or in connection with any breach of the representations, warranties, covenants and agreements contained in the Merger Agreement or in any document signed by Temroc referred to in Article 2 of the Merger Agreement which was delivered by Temroc for the benefit of Quanex or the Surviving Corporation (excluding the representations and warranties described in Section 9(d), which expired at the Closing) (each a "Claim" and collectively, the "Claims"), (3) any Loss that a Quanex Indemnified Party shall suffer or incur arising out of the tax treatment, for federal and state law purposes, of the sale, distribution or other transfer by Temroc of the stock of Aacron, Inc. ("Aacron") and Temroc's interests in the Medina Parks, Highway 55 and 18 and JGM Energy Investments - Mon. Dak. -- 1981-3 Drilling Fund partnerships (the "Partnerships") in accordance with the Merger Agreement, and (4) any Loss that a Quanex Indemnified Party shall suffer or incur arising out of any liability or obligation of Aacron or any of the Partnerships.

The Escrow Fund. Simultaneously with the execution of this Agreement, the Buyer has delivered to the Escrow Agent by certified or bank cashier's check or wire transfer of funds the sum of Three Hundred Thousand and 00/100 ($300,000.00). The Escrow Agent shall deposit such amount in an interest bearing deposit account at a financial institution of its choice, and disburse same in accordance with the provisions of this Agreement. Such amount, together with the earnings thereon, are herein called the "Escrow Fund." It is understood and agreed that any interest earned in respect of the Escrow Fund shall be taxable to the Buyer and the Seller in proportion to the total amounts distributed to each hereunder.