Escrow Consideration definition
Examples of Escrow Consideration in a sentence
The first recourse of the SYS Indemnified Parties for Losses shall be from the Escrow Consideration and pursuant to the Escrow Agreement.
Pursuant to the terms of the Escrow and Paying Agent Agreement, in substantially the form attached hereto as Exhibit A (with such changes thereto as the parties may agree after the Effective Date but prior to the execution thereof) (the “Escrow Agreement”), Pamir International Law Firm (the “Agent”) has been appointed to hold the Total Escrow Consideration and to pay it to the Sellers in accordance with the terms of this Agreement and the Escrow Agreement.
Only after compliance with the terms of the Escrow Agreement may Purchaser Indemnitees recover the entire amount of the cumulative Losses from the Total Escrow Consideration held in the Indemnification Escrow Fund.
On the Second Closing Date, Purchaser shall effect payment of the Closing Cash Consideration and Total Escrow Consideration in respect of the Promoter’s Shares in accordance with Schedule 1, Goyatek shall take all necessary action and execute all necessary documents to effect the transfer of the Promoter’s Shares to Purchaser, and thereafter, the Agent shall deliver the share certificates representing the Promoter’s Shares to Purchaser.
As soon as all such claims have been resolved, any remaining Escrow Consideration not required to satisfy such claims shall be distributed to the Seller.