First Escrow Account definition

First Escrow Account means the separate escrow account at Citibank,
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First Escrow Account has the meaning set forth in Section 2.2(a).
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First Escrow Account has the meaning specified in Section ‎3.4(b)(i).
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Examples of First Escrow Account in a sentence

  • Thereafter, an annual maintenance fee must be paid for continued access, the cost of which is dependent on the size of your organisation.

  • The Parties agree in respect of the First Escrow Account that after the release of the Settlement Amount pursuant to Article 1, the District Heating Settlement Amount pursuant to Article 4 and, subject to Article 4, the Additional District Heating Settlement Amount, the remaining Escrow Amount in the First Escrow Account shall be released to the FS within 20 days after an Election Notice that Article 4 applies or a Determination that Article 4 applies.

  • Notwithstanding the foregoing, the parties agree that the CTI ESOP, shall only be severally liable to the Buyer for its pro rata share of the First Escrow Account and that it shall not be required to make any further payments with respect to any Adjustment Amount (including any share of Arbitration Firm expenses as described below) in excess of its pro rata share of the balance of the First Escrow Account.

  • The research line’s view that personalised prevention or treatment is the route by which its results will be translated into clinical or public health benefit remains to be proven.

  • The First Escrow Account shall be used to assure (i) payment to the Merger Sub of any Net Working Capital Shortfall, as determined pursuant to Sections 2.8 and 2.9 hereof, and/or (ii) payment or reimbursement by the Stockholders to the Merger Sub for those Losses of Merger Sub which are subject to indemnification as referenced in Section 8 hereof.

  • In the event that the Shortfall exceeds £25,000 but is less than £225,000 any payment to be made to the Company from the First Escrow Account shall not include an additional amount to ensure that, after any Taxation of such payment the Company is left with the same amount as it would have had if the payment was not subject to Taxation.

  • Due Amount: the amount (if any) payable to the Company on a Relevant Claim being settled or an amount payable to the Company in accordance with clause 4.1 which is not satisfied from the First Escrow Account.

  • On, or before, the fifth business day after the Shareholders’ approval of the Closing Balance Sheet and Adjustment Amount or the final determination of the Adjustment Amount in accordance with Section 2.2(b), Buyer and Shareholders Representative, or a member of the Arbitration Firm (if applicable), shall deliver instructions to the escrow agent for the First Escrow Account directing payment of the amounts in First Escrow Account.

  • With respect to Excluded Representations, the maximum obligation of each Shareholder shall not exceed his/her/its pro rata share of the Purchase Price and provided further that the parties each acknowledge and agree that the CTI ESOP shall have no liability under this Agreement, for any reason, in excess of its interest in the First Escrow Account and the Second Escrow Account.

  • Payment will be made by instructing the Escrow Agent to release the Settlement Amount from the First Escrow Account into the Second Escrow Account.


More Definitions of First Escrow Account

First Escrow Account the joint interest-bearing bank account at the Escrow Bank to be established in accordance with the relevant Escrow Letter.
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Related to First Escrow Account

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • 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.

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

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • 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 Deposit has the meaning set forth in Section 2.1.

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

  • Reserve Account Initial Deposit means cash or Eligible Investments having a value of at least $____________.

  • Reserve Fund Initial Deposit means the initial deposit of cash in the amount of $3,846,153.85 made by or on behalf of the Seller into the Reserve Fund on the Closing Date.

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

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

  • 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 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.

  • 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.

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

  • 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.

  • Spread Account Initial Deposit means an amount equal to 2.0% of the aggregate principal balance of the Receivables on the Initial Cutoff Date (which is equal to $22,000,029.61).

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

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

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

  • Initial Deposit shall have the meaning set forth in Section 2.5(a).

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

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

  • 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.

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