Expense Escrow Fund definition

Expense Escrow Fund means the fund established by the Sellers’ Representative and the Sellers to address the payment of various expenses of the Sellers.
Sample 1Sample 2
Expense Escrow Fund is defined in Section 1.13(f).
Sample 1Sample 2
Expense Escrow Fund means the expense escrow fund established pursuant to the Escrow Agreement.
Sample 1

Examples of Expense Escrow Fund in a sentence

  • Should the Expense Escrow Fund be exhausted, all costs and expenses incurred by the Representative in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, including reasonable attorneys’ fees, shall be paid severally and on a pro rata basis (based on the Equityholder’s Pro Rata Portions) by the Equityholders.

  • Except as otherwise specified in this Agreement or the Escrow Agreement, all costs and expenses incurred by the Representative in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, including reasonable attorneys’ fees, shall be paid from the Expense Escrow Fund.

  • Subject to the final disposition of any claims for reimbursement submitted to the Escrow Agent in a timely manner in accordance with Section 8.4(b)(i) or 8.4(b)(ii), any remaining balance in the Expense Escrow Fund at the Expiration Time shall be promptly delivered to the Exchange Agent for distribution by the Exchange Agent to the former holders of Company Common Stock and Company Stock Options in accordance with Sections 2.1(d) and 2.1(e).

  • The Effective Time Stockholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice with respect to the Expense Escrow Fund.

  • The fees, costs and expenses of the Independent Accountants shall be allocated equally between the Representatives (out of the Expense Escrow Fund) and Parent.

  • Pursuant to the escrow agreements described in Sections 1.8, 1.9 and 1.10 of this Agreement, the escrow agents administering the Escrow Fund, the Cash True-Up Fund and the Expense Escrow Fund are responsible for reporting income earned in each fund; as between such escrow agents and the Payment Agent, the Payment Agent will have no duty to report any such income.

  • To the extent the Trustee determines in the reasonable exercise of its fiduciary discretion that any such Other Post-Closing Seller Expenses may not be paid out of the assets of the ESOP under Legal Requirements, then such Other Post-Closing Seller Expenses shall be paid out of the Seller Expense Escrow Fund in the manner set forth in Section 2.4(d).

  • Upon the earlier of notice from the Stockholder Representative, or termination of the Tax Escrow Fund, the Expense Escrow Fund or remaining portion thereof, shall be distributed to the Stockholders.

  • As soon as practicable following the release to the Effective Time Stockholders of all amounts remaining in the Indemnity Escrow Fund, the Representative shall cause the Escrow Agent to disburse the balance of the Expense Escrow Fund to the Payment Agent, who shall then distribute the balance of the Expense Escrow Fund to the Effective Time Stockholders based on their respective Pro Rata Portion thereof.

  • The Initial Expense Escrow Fund Amount, together with any earnings thereon and any additional amounts deposited therein (the “Expense Escrow Fund”), shall be available solely to the Member Representative to pay out-of-pocket expenses (including legal, accounting and financial advisory fees) incurred after the Closing and the out-of-pocket expenses (including legal, accounting and financial advisory fees) of the Member Representative, acting in such capacity, incurred in connection with this Agreement.


More Definitions of Expense Escrow Fund

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.
Sample 1
Expense Escrow Fund shall have the meaning set forth in Section 14.2(a).
Sample 1

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 means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • 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 remaining 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 of the Plan.

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • 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 3.3.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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 10.1(e).

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

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

  • Working Capital Escrow Amount means $1,000,000.

  • 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 has the meaning set forth in the Escrow Agreement.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.