Available Escrow Amount definition

Available Escrow Amount shall have the meaning set forth in art. 2.2.2b of this Agreements.

Available Escrow Amount shall have the meaning set forth in Section 8.03(d).

Available Escrow Amount means an amount equal to the Initial Escrow Consideration, plus any accrued interest on the Cash Escrow, plus any Additional Escrow Stock, less the amount of any Working Capital Deficit (if applicable), less the aggregate amount of any Pending Claim Holdbacks (but only for so long as, and to the extent that, they remain pending), less the aggregate amount distributed to Parent pursuant to the indemnification provisions benefiting Parent in Article VIII, less the aggregate amount distributable or previously distributed from the Escrow Consideration to Eligible Company Holders as contemplated pursuant to the provisions of this Agreement pertaining to the Escrow Consideration and the Escrow Agreement.

Examples of Available Escrow Amount in a sentence

• If and to the extent the Amount Approved and/or the Amount Claimed is not fully covered by the set-off and/or Available Escrow Amount, and further earnout payments become due, the same shall apply until the Amount Approved and/or the Amount Claimed are fully off-settable or covered by the Available Escrow Amount; any remaining amount shall immediately be paid to the Escrow Account Closing.

• Any interest and other income resulting from such investments shall be added to the Escrow Fund (and, thus, the Available Escrow Amount) upon termination of the Exchange Fund and distributed as a portion thereof as otherwise provided herein.

• If the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of such shortfall to the Indemnitee.

More Definitions of Available Escrow Amount

Available Escrow Amount means the Escrow Amount as reduced by amounts (i) previously distributed from the Escrow Amount to the Securityholders pursuant to Section 3.6 or Section 3.7 or any Parent/MergerCo Indemnified Party pursuant to Article IX or (ii) subject to any outstanding Indemnity Claims made by any Parent/MergerCo Indemnified Party pursuant to Article IX.

Available Escrow Amount means all of the Escrowed Funds on such date, less any amount that is subject to any pending Indemnification Claim made by the Buyer prior to the Release Date which has not been resolved as of the Release Date.

Available Escrow Amount has the meaning assigned to that term in the Escrow Agreement.

Available Escrow Amount has the meaning given to such term in Section 5.1 of the Escrow Agreement.

Available Escrow Amount means, as of any date, the aggregate amount available of the Escrow Amount, as adjusted, released or depleted pursuant to the terms of Section 2.4 and the Escrow Agreement.

Available Escrow Amount means an amount equal to the Initial Escrow Amount, plus any accrued interest, less the amount of any Working Capital Price Decrease (if applicable), less the aggregate amount of any Pending Claim Holdbacks (but only for so long as, and to the extent that, they remain pending), less the aggregate amount distributed to Acquiror pursuant to the indemnification provisions benefiting Acquiror in Article 9, less the aggregate amount distributable or previously distributed from the Escrow Account to Eligible Company Holders as contemplated pursuant to the provisions of this Agreement pertaining to the Escrow Fund and the Escrow Agreement.

Available Escrow Amount as of any particular date shall mean the amount by which (i) the amount remaining in the Indemnification Escrow Fund as of such date; exceeds (ii) the sum of (A) the aggregate of all amounts that are owed to the Indemnitees out of the Indemnification Escrow Fund, but not paid as of such date, plus (B) the aggregate of all Contested Amounts (or Claimed Amounts if the Stockholders’ Agent have not delivered a Response Notice with respect to any claim) with respect to all claims that have not been resolved prior to such date.