First Escrow Release Amount definition

First Escrow Release Amount means a number of shares of Buyer Common Stock equal to (a)(i) 60% of the then-current value of the Escrow Fund, valuing shares of Buyer Common Stock held in the Escrow Fund based upon the Buyer Per Share Price as of the First Escrow Release Date, minus (ii) the amount that is determined, in the reasonable judgment of Buyer, to be necessary to satisfy all unsatisfied or disputed claims for indemnification made prior to the First Escrow Release Date in accordance with Article VII; divided by (b) the Buyer Per Share Price as of the First Escrow Release Date.
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First Escrow Release Amount means a number of shares of Buyer Common Stock equal to (a)(i) 60% of the then- current value of the Escrow Fund, valuing shares of Buyer Common Stock held in the Escrow Fund based upon the Buyer Per Share Price as of the First Escrow Release Date, minus (ii) the amount that is determined, in the reasonable judgment of Buyer, to be necessary to satisfy all unsatisfied or disputed claims for indemnification made prior to the First Escrow Release Date in accordance with Article VII; divided by (b) the Buyer Per Share Price as of the First Escrow Release Date.
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First Escrow Release Amount has the meaning ascribed thereto in Section 2.08(c) of this Agreement.
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Examples of First Escrow Release Amount in a sentence

  • As used herein, the term "First Escrow Release Amount" shall mean an amount equal to one-third (1/3) of the Escrowed Funds, minus the amount or amounts in dispute by the Parties ("Claim Amounts") as of the First Escrow Release Date, if any.

  • The First Escrow Release Amount shall be as set forth in joint written instructions signed by the Seller and the Buyer's Representative and delivered to Escrow Agent.

  • If the aggregate Escrow Claim Amount arising from such Escrow Claims is less than the First Escrow Release Amount, the amount by which the First Escrow Release Amount exceeds the aggregate Escrow Claim Amount of such Escrow Claims and any interest or other income or gains accrued or earned on such excess amount shall be released and delivered by the Escrow Agent to the Depositary in accordance with a written direction from the Representative to the Escrow Agent substantially in the form of Schedule "E".

  • Upon receipt of such joint written instructions, the Escrow Agent shall promptly release the First Escrow Release Amount in accordance with the instructions.

  • The Escrow Agent shall have no responsibility for determining the First Escrow Release Amount.


More Definitions of First Escrow Release Amount

First Escrow Release Amount means an amount equal to one-third (1/3) of the Escrowed Funds, minus the amount or amounts in dispute by the Parties ("Claim Amounts") as of the First Escrow Release Date, if any. The Escrow Agent shall have no responsibility for determining the First Escrow Release Amount. The First Escrow Release Amount shall be as set forth in joint written instructions signed by the Seller and the Buyer's Representative and delivered to Escrow Agent.
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First Escrow Release Amount shall be defined as set forth in Section 8.2(b)(iii)(B)(a).
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Related to First Escrow Release Amount

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

  • Escrow Release Date has the meaning set forth in the Escrow Agreement.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • 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.

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

  • 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 Amount means $1,000,000.

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

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

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

  • 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.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • 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.

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

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • 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.

  • 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.

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

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

  • Release Price As defined in Section 4.5(a).

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

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

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC