Expense Escrow Fund definition

Expense Escrow Fund is defined in Section 1.13(f).
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Expense Escrow Fund means the fund established by the Sellers’ Representative and the Sellers to address the payment of various expenses of the Sellers.
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Expense Escrow Fund means the escrow fund established pursuant to the Escrow Agreement for the purpose of paying the expenses of the Shareholders’ Representative incurred by the Shareholders’ Representative under Sections 9 and 10.1 of the Agreement.
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Examples of Expense Escrow Fund in a sentence

  • If any portion of the Expense Escrow Amount is disbursed to the Unitholders from the Expense Escrow Fund at the discretion of the Representatives, such disbursement shall be allocated among the Unitholders pursuant to the provisions of the Expense Escrow Agreement and this Agreement.

  • The Expense Escrow Fund shall be used to reimburse the out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Representatives in performing all of its duties and obligations as the Representatives.

  • If any portion of the Expense Escrow Amount is disbursed to the Securityholders from the Expense Escrow Fund at the discretion of the Representative, such disbursement shall be allocated among the Securityholders pursuant to the provisions of the Representative Expense Escrow Agreement and this Agreement in accordance with the Spreadsheet.

  • If the Final Balance is greater than the Closing Balance, then the Member Representative, on behalf of the Escrow Beneficiaries, shall be obligated to pay the difference between such amounts to Parent out of the Expense Escrow Fund provided, however, that if the Expense Escrow Fund does not have a sufficient balance to pay such difference, any amount due in excess of the balance in the Expense Escrow Fund shall be paid out of the Warranty Escrow Fund.

  • All disbursements from the Expense Escrow Fund shall be made pro rata as between the Unitholder Expense Contribution and the Parent Expense Contribution.

  • The Expense Escrow Fund shall be used to reimburse the actual out-of-pocket costs and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Representative in performing all of its duties and obligations as the Representative hereunder.

  • For the avoidance of doubt, the Parent shall not deposit with the Exchange Agent, and the Exchange Fund shall not include, (x) any cash to be paid into the Indemnification Escrow Account or Expense Escrow Fund at Closing, (y) any Earnout Consideration or (z) any consideration payable to holders of Company Options under Section 1.6(a).

  • Should the Escrow Agent be directed by the Shareholder Representative under Section 8.7(c) to sell shares of Parent Common Stock in the Escrow Fund and the Expense Escrow Fund, the Escrow Agent shall be fully protected in acting upon such instructions provided by the Shareholder Representative in executing such trade(s).

  • For the avoidance of doubt, neither Parent nor any Affiliate of Parent shall have any rights (including informational rights), control over, or entitlement to the Expense Escrow Fund.

  • All transfer, registration, stamp, documentary, value added, sales, use and similar Taxes incurred as a result of the transactions described in this Agreement shall be borne (i) 50% by the holders of Company Capital Stock (and, in satisfaction thereof, Parent shall be entitled to instruct the Escrow Agent to withdraw the amount thereof from the Expense Escrow Fund and remit such amount to Parent), and (ii) 50% by Parent.


More Definitions of Expense Escrow Fund

Expense Escrow Fund shall have the meaning set forth in Section 14.2(a).
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Expense Escrow Fund means the Expense Escrow Amount deposited with the Expense Escrow Agent plus any earnings based on investment of the Expense Escrow Amount.
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Related to Expense Escrow Fund

  • 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.

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

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

  • 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.

  • 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.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • 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.

  • 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.

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

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

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

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

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

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

  • Expense Fund has the meaning set forth in Section 9.14(f).

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

  • Holdback has the meaning set forth in Section 4.1(d)(i).

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

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • 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.