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

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • Escrow Letters: the letters, in the agreed form, to be signed by the Buyer, LDC and the Seller’s Representative instructing and authorising the Escrow Agents to establish and operate the First Escrow Account and the Second 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.

  • The First Escrow Account will be established by the Parent, Merger Sub and the Stockholders at the time of Closing, and $2,500,000 of the Merger Consideration proceeds shall be deposited in the First Escrow Account, all pursuant to an Escrow Agreement (the "First Escrow Agreement") substantially in the form attached hereto as Exhibit C-1.


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 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.

  • 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 3% of the aggregate principal balance of the Receivables on the Closing Date (which is equal to $26,373,696.22).

  • 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 interest or other amounts earned thereon.

  • Escrow End Date has the meaning specified in the Escrow Agreement.