Earn Out Escrow definition

Earn Out Escrow means an escrow account and agreement pursuant to which Borrower escrows some portion of an Earn Out Obligation with an independent third party escrow agent.
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Earn Out Escrow means the escrow established by the terms of this Agreement to hold the Early Earn-Out Amount pending satisfaction of the Earn-Out Milestones.
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Earn Out Escrow has the meaning ascribed thereto in Section 2.3(d)(ii) of this Agreement.
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Examples of Earn Out Escrow in a sentence

  • The Purchaser shall, pursuant to an agreement to be entered into with the Escrow Agent (the "Earn Out Escrow Agreement") deposit the Earn Out Deposit upon the Closing into a segregated interest bearing escrow account (the "Earn Out Escrow Account") to be held by the Escrow Agent for twelve (12) months subsequent to the Closing Date (the "Escrow Term") in accordance with the provisions of Section 16(b)(iv) above and the provisions hereinbelow set forth.

  • The LLC shall be treated by Parent as the holder of and shall have voting rights with respect to the shares of Parent Common contributed to the Escrow Fund or Earn Out Escrow (and on any voting securities added to the Escrow Fund or Earn Out Escrow in respect of such shares of Parent Common).

  • Any other property distributed by Parent in respect of shares of Parent Common or other equity securities in the Escrow Fund or Earn Out Escrow at the time of issuance or distribution shall not be added to the Escrow Fund or Earn Out Escrow but shall be distributed to the LLC.

  • Parent, the Company, the Escrow Agent and the Securityholder Agent shall have entered into the Escrow Agreement and the Earn Out Escrow Agreement.

  • As soon as any such Loss has been resolved, the Escrow Agent shall, if prior to the date the Second Additional Payment is earned, deposit into the Earn Out Escrow the remaining portion of the Escrow Fund not required to satisfy any other such unresolved Loss, and if after the date the Second Additional Payment is earned, deliver to the LLC the remaining portion of the Escrow Fund not required to satisfy any other such unresolved Loss.

  • Parent, the Company, the Escrow Agent and the Securityholder Agent shall have entered into the Escrow Agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”) and the Earn Out Escrow Agreement.

  • The Earn Out Escrow Agent shall not be under any duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request.

  • If required by law, the Earn Out Escrow Agent shall withhold any taxes it reasonably deems appropriate in the absence of proper tax documentation or as required by law, and shall timely remit such taxes to the appropriate authorities.

  • The Earn Out Escrow Agent shall keep proper books of record and account in which full and correct entries shall be made of all release activity in the Escrow Account and shall make such books of record and account available to Acquiror and the Sponsor upon the written request of either such Party.

  • No party to this Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of acts reasonably beyond its control including, without limitation, acts of God, fire, terrorism, disease, pandemic, floods, strikes, shortage of supply, labor difficulties, war, or civil unrest; provided, that the Earn Out Escrow Agent shall use commercially reasonable efforts to resume performance as soon as practicable.


More Definitions of Earn Out Escrow

Earn Out Escrow means that certain escrow account with the Escrow Agent established by mutual agreement of the parties to hold the Escrow Shares, subject to delivery to the Members upon satisfaction of the conditions set forth in Section 1.5 and subject to the indemnification provisions of Article 7.
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Earn Out Escrow shall have the meaning specified in Section 1.5(a) of the Agreement.
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Earn Out Escrow means the escrow established under the Earn Out Escrow Agreement to hold the Earn Out Escrow Funds.
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Related to Earn Out Escrow

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Indemnity Escrow Amount means $3,000,000.

  • Adjustment Escrow Amount means $1,000,000.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Escrow Cash is defined in Section 4.1(a).

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Working Capital Escrow Amount means $2,000,000.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Earnout Consideration has the meaning specified in Section 2.05(a).