First Escrow Amount definition

First Escrow Amount means US$1,300,000.
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First Escrow Amount as defined in the Stock Purchase Agreement shall have failed to have been funded into the escrow account pursuant to the terms of the Stock Purchase Agreement by December 16, 2005; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower; and (iii) exercise any and all other rights and remedies available to the Administrative Agent under the terms of any Loan Documents or by law or equity. In case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower.
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First Escrow Amount shall have the meaning specified in Section 2.1.
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Examples of First Escrow Amount in a sentence

  • Any extraordinary fees and expenses, including without limitation any fees or expenses incurred by the Escrow Agent in connection with a dispute over the distribution of the First Escrow Amount, Second Escrow Amount, Third Escrow Amount or Fourth Escrow Amount or the validity of a Claim or Claims by any Purchaser Indemnified Party, will be paid 50% by Purchaser and 50% by Seller.

  • All earnings, distributions, interest or other income earned from the investment of the First Escrow Amount, Second Escrow Amount, Third Escrow Amount, Fourth Escrow Amount and the Purchase Price Escrow Amount or any portion thereof shall be added to and become part of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and the Purchase Price Escrow Fund, respectively, and shall be distributed pursuant to the Escrow Agreement.

  • If the Agreement is terminated prior to Closing or if the transaction that is the subject of the Agreement otherwise fails to close by March 31, 2006, the First Escrow Amount shall be released immediately to SpectraLink upon joint request from SpectraLink and the Sellers, unless Buyer or SpectraLink pursuant to the Agreement is obliged to pay the Purchase Price or compensation to the Sellers in which case only the amount in dispute between Buyer and the Sellers shall remain on the Escrow Account.

  • While the Amended Asset Sales Deed provided that the payment of the Second Escrow Amount would be made in accordance with the terms of the Amended Asset Sales Deed which provided certain defined circumstances under which MPAL was entitled to reimbursement of the deposit, the Deed of Variation re-classified the First Escrow Amount as non-refundable.

  • If the First Escrow Amount in DKK is less than the First Installment to be paid by Buyer, then Buyer shall pay any difference in DKK directly to the Sellers.

  • If the First Escrow Amount in DKK exceeds the First Installment, Buyer shall be entitled to demand that the excess amount be released to Buyer at Closing.

  • The Escrow Agent will pay the First Escrow Amount to Seller by certified or bank cashier's check to the address provided herein or by wire transfer of immediately available federal funds as directed in a written notice delivered by Seller to the Escrow Agent no less than five business days prior to the First Escrow Release Date.

  • At the signing of this Agreement, the Buyer shall deposit an amount of USD 55,147,581.37 (the "FIRST ESCROW AMOUNT") in an escrow account (the "ESCROW ACCOUNT") with Nordea Bank Danmark A/S (the "ESCROW AGENT") on the terms set out in Exhibit H hereto (the "ESCROW AGREEMENT"), such payment to be evidenced by a statement from Danske Bank confirming that the First Escrow Amount has been irrevocably transferred to the Escrow Account.

  • The Parent shall, or shall cause the Merger Sub to, deposit with the Escrow Agent that amount of cash equal to the First Escrow Amount out of the Purchase Price in order to support the Stockholders’ indemnification obligations under ‎Article VII.

  • At Closing, the First Escrow Amount shall have been converted into DKK and shall be released to the Sellers as payment of the First Installment.


More Definitions of First Escrow Amount

First Escrow Amount has the meaning stated in subsection 2.2(b)(i).
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First Escrow Amount has the meaning specified on Schedule 1.1.
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First Escrow Amount means the amount set forth on Schedule 1.04(b).
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First Escrow Amount means such part of the Escrow Amount released to the Sellers in an amount agreed by the parties under the Payment Authorization Notifications dated 17 March 2009. First Payment means the US$10,210,000 payable to Lu Benzhao as the "First Payment" under the Consulting Agreement.
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Related to First Escrow Amount

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

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

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

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

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

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

  • 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 Deposit has the meaning set forth in Section 3.3.

  • 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.

  • 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.

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

  • 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.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

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

  • 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.

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

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

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

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

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).