Working Capital Escrow Account Sample Clauses
POPULAR SAMPLE Copied 1 times
Working Capital Escrow Account. On the Closing Date, the parties shall establish a separate escrow account (the “Working Capital Escrow Account”) pursuant to that certain escrow agreement dated as of even date herewith, by and among Parent, Stockholder Representatives and the Working Capital Escrow Agent in substantially the form attached hereto as Exhibit F-2 (the “Working Capital Escrow Agreement”). Simultaneously with the Merger and at the Effective Time, Parent shall deliver to Bank of America, N.A., or such other bank or trust company as the parties may agree to in writing, as escrow agent under the Working Capital Escrow Agreement (the “Working Capital Escrow Agent”) all cash and cash equivalents held by the Company or its banks on the Working Capital Date in excess (the “Working Capital Date Excess Cash”) of One Million Dollars ($1,000,000.00) (the “Stipulated Cash Amount”) which is the amount of cash and cash equivalents that the parties have agreed is generally required to operate the Company in the Ordinary Course of Business. The Working Capital Escrow Agent shall be authorized to disburse funds to pay the Parent Working Capital Claim or the Stockholder Representatives’ Working Capital Claim, as applicable, and to disburse any Excess Cash as set forth in Section 3.3(b)(i). In no event will the aggregate amount of all cash and cash equivalents held by the Company and its banks on the Closing Date be less than the Stipulated Cash Amount.
Working Capital Escrow Account. On the Closing Date, Borrower shall (i) establish a working capital escrow account (the “Working Capital Escrow Account”) at Lender and (ii) deposit funds in the amount of $5,500,000 into the Working Capital Escrow Account. Borrower shall not withdraw any amounts from the Working Capital Escrow Account without the prior written consent of Lender or except as otherwise expressly permitted pursuant to the Working Capital Escrow Account Agreement. All interest income earned on such funds deposited in the Working Capital Escrow Account shall remain in said account and the use of said interest income shall be subject to the terms and provisions of the Working Capital Escrow Account Agreement.
Working Capital Escrow Account. At the Closing, Purchaser shall deposit in cash with J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A. (the “Escrow Agent”) the Working Capital Escrow Amount, which shall be for purposes of securing the Sellers’ obligations under Section 2.04. The Working Capital Escrow Amount will be held by the Escrow Agent in accordance with the Escrow Agreement to be executed and delivered by Agent, Parent and the Escrow Agent at the Closing, substantially in the form set forth on Exhibit C (the “Escrow Agreement”). Pursuant to Section 2.04, upon the final determination of any amounts to be distributed from the Working Capital Escrow Account pursuant to this Agreement, Parent and Agent shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute such amounts to the applicable party. Upon release (other than to Parent) of any amount from the Working Capital Escrow Amount in accordance with its terms, Parent and Agent will cause the Escrow Agent to pay such amount as directed by Agent.
Working Capital Escrow Account. (a) Upon receipt by the Escrow Agent of:
(i) a written instruction jointly signed by the Parent and Pace (a “Joint Instruction”) with respect to the disposition of the Working Capital Escrow Account,
(ii) a written notice from the Parent to Pace and the Escrow Agent (a “Parent Instruction”) certifying that the Net Working Capital Adjustment Statement has been duly delivered to Pace pursuant to Section 2.8(a)(i) of the Merger Agreement, that 30 days have expired without Pace having delivered a Notice of Objection thereto, or a notice from Pace that the Net Working Capital Adjustment Statement has been accepted without objection (a “Pace’s Acceptance”), in each case stating if the Closing Date Net Working Capital is less than the Estimated Net Working Capital and if so, specifying the amount of such deficit (the “Working Capital Deficit”), or
(iii) a written determination of the Independent Accounting Firm specifying the amount of the Final Net Working Capital and stating if the Final Net Working Capital is less than the Estimated Net Working Capital and if so, specifying the amount of such deficit (the “Final Working Capital Deficit”) (if any), the Escrow Agent shall (A) deliver an amount of the Working Capital Escrow Shares to the Parent, from the available balance in the Working Capital Escrow Account (but not in excess of such balance), having a value (as determined pursuant to Section 1(b) hereof) equal to (x) the amount specified in the Joint Instruction, (y) the Working Capital Deficit (if any) specified in the Parent Instruction, or Pace’s Acceptance, or (z) the Final Working Capital Deficit (if any), and (B) disburse any remaining balance in the Working Capital Escrow Account upon receipt of Joint Instruction, Pace’s Acceptance, or the Final Working Capital Deficit, to the Equityholders in accordance with the percentages set forth on Schedule A hereto.
(b) In the event that that the disputed items are submitted for resolution to an Independent Accounting Firm and Pace owes any amounts to the Independent Accounting Firm, Pace shall be entitled to use the amounts in the Working Capital Escrow Account to pay such expenses.
(c) In the event that Working Capital Escrow Shares, if any, would otherwise be distributable to Optionholders or Unaccredited Stockholders pursuant to Section 3(b), Parent shall instead deliver cash in lieu of Working Capital Escrow Shares (valued at the Parent Average Closing Price) to such Optionholders or Unaccredited Stockholder...