Base Escrow Amount definition

Base Escrow Amount shall have the meaning set forth in the Recitals to this Escrow Agreement. Claim shall mean any claim made by an SPI Indemnitee for recovery from the Escrowed Cash pursuant to such SPI Indemnitee's rights to indemnification under, and in accordance with the terms of, the Merger Agreement. Claims shall include (i) Third Party Claims made against an SPI Indemnitee directly by a Third Party Claimant for which the SPI Indemnitee may seek recovery from the Escrowed Cash pursuant to the SPI Indemnitee's rights to indemnification under, and in accordance with the terms of, the Merger Agreement, and (ii) any other claim made by an SPI Indemnitee for recovery from the Escrowed Cash pursuant to the SPI Indemnitee's rights under, and in accordance with the terms of, the Merger Agreement, including claims with respect to Taxes pursuant to Section 9.7 of the Merger Agreement and claims for Damages pursuant to Sections 10.2(a) or 10.2(b) of the Merger Agreement. Closing shall mean the closing of the transactions contemplated in the Merger Agreement to take place on the Closing Date. Closing Date shall mean the date on which the Closing shall occur under the Merger Agreement. Damages shall have the meaning set forth in Section 10.2(a) of the Merger Agreement. Days shall mean calendar days. Escrowed Cash shall mean the portion of the Merger Consideration delivered by wire transfer to the Escrow Agent on the Closing Date, to be held and distributed by the Escrow Agent under the terms of this Escrow Agreement, comprised of the Base Escrow Amount and the Rochester Environmental Escrow Amount. Escrowed Cash shall also include any Retained Escrowed Cash held pursuant to the terms of this Escrow Agreement after the Survival Expiration Date. Merger Agreement shall mean the Merger Agreement, dated as of August 28, 1996, by and between SPI, the Acquisition Company and CPG. Merger Consideration shall mean the total cash consideration to be paid and delivered by SPI to the Shareholders in connection with the Merger in accordance with the Merger Agreement. Notice shall have the meaning Set forth in Section 3.2(b) of this Escrow Agreement. Person shall mean an individual, corporation, partnership, joint venture, trust, or unincorporated organization, or a government or any agency or political subdivision thereof. Reply shall mean a written response by the Shareholders' Representative to a Request or to a Notice in which the Shareholders' Representative, on behalf of the Shareholders, ...

Base Escrow Amount means an amount of cash equal to twenty-two million two hundred thirty thousand dollars ($22,230,000).

Base Escrow Amount means (a) the Settled Amount plus (b) the greater of: (i) 75% of the Loan Loss Reserves less $5,000,000, or (ii) $10,000,000.

Examples of Base Escrow Amount in a sentence

• The Base Escrow Amount (plus any interest paid on such Base Escrow Amount) shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under Section 8.2(a).

• If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement.

• If clause (b) applies, or clause (a) applies but there are insufficient remaining funds representing the Base Escrow Amount in the Escrow Account to satisfy the True Up Amount of an Under Paying Seller, then that Under Paying Seller shall pay the Over Paying Seller that Under Paying Seller’s True Up Amount within ten Business Days after the aggregate True Up Amount owing from that Under Paying Seller to such Over Paying Seller is determined.

• At the Closing, Buyer shall deposit with the Escrow Agent the Base Escrow Amount less the Escrow Portion for any Claimant that has provided a General Release prior to the Closing, (such amount deposited with the Escrow Agent, the “Escrow Fund”).

• If the Indemnifying Party is the Buyer, such Indemnifying Party shall not be entitled to defend such claim using the Base Escrow Amount.

More Definitions of Base Escrow Amount

Base Escrow Amount means $10 million plus the amount of all Loss Estimate.

Base Escrow Amount means an amount equal to 5% of the Base Amount.

Base Escrow Amount means the amount released from the Escrow Fund to the Exchange Agent pursuant to Section 2.6(b), less the applicable portion of the [...***...].

Base Escrow Amount. Is defined in Section 1.7.2.

Base Escrow Amount shall have the meaning specified in Section 1.10(a) of the Agreement.

Base Escrow Amount means an amount equal to Three Million Six Hundred Fifty Thousand Dollars ($3,650,000).

Base Escrow Amount means an amount equal to two percent (2%) of the Base Purchase Price.