First Escrow Amount definition

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 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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First Escrow Amount has the meaning stated in subsection 2.2(b)(i).
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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.

  • 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 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.

  • 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.

  • Completion shall take place contemporaneously with the release of the First Escrow Amount to the Sellers in accordance with the terms of the Escrow Agreements.

  • Unless the Sellers have disputed the release of funds no later than ten Business Days after the receipt by the Escrow Agent of the notice of SpectraLink, the Sellers shall be deemed to have consented to the release of the First Escrow Amount and the Escrow Agent may release the First Escrow Amount.

  • 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.

  • The First Escrow Amount and the Second Escrow Amount (if deposited subject to the terms herein), when deposited with the Escrow Agent shall constitute the Escrow Fund and be subject to the terms and provisions set forth herein and in the Escrow Agreement attached hereto as Exhibit B.

  • The Adjusted First Escrow Amount shall be paid in accordance with Section 8(a).

  • 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 shall have the meaning specified in Section 2.1.
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First Escrow Amount means the amount set forth on Schedule 1.04(b).
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First Escrow Amount has the meaning specified on Schedule 1.1.
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First Escrow Amount means US$1,300,000.
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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 2.1(c).

  • 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 2.1.

  • 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.

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

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Working Capital Escrow Amount means $2,000,000.

  • 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 hereof.

  • 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 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 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.

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • 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 has the meaning set forth in Section 2.08(a)(i).

  • 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).