First Escrow Account definition
Examples of First Escrow Account in a sentence
The assets of First Escrow Account, the Second Escrow Account and Third Escrow Account shall be held in separate and distinct accounts by the Escrow Agent pursuant to the Escrow Agreement.
Any amounts so retained in the 2nd Escrow Account shall be available to satisfy the A380 Issue if Determined in favour of the DSAG Purchaser to the extent that the First Escrow Account is insufficient to satisfy such A380 Issue so Determined.
The procedures for the holding, application or release of funds held in the First Escrow Account shall be those set forth in the First Escrow Agreement.
If the total amount of the Stockholders' obligations under Section 2.9 regarding a Merger Consideration adjustment and under Section 8 regarding indemnification exceed the total amount of the First Escrow Account available at any time, the Stockholders shall nevertheless remain legally responsible, jointly and severally, to pay such excess to the Merger Sub.
The Shareholders, other than the CTI ESOP shall be jointly and severally obligated for any portion of the Adjustment Amount not paid from the First Escrow Account.
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.
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.
If the amount of the Shortfall exceeds the amount standing to the credit of the First Escrow Account (the “Excess”) then such Excess shall be paid to the Company from the Second 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.
The amounts in the First Escrow Account shall be distributed in accordance with the instructions set forth on Schedule 12.15.