General Escrow Funds definition

General Escrow Funds means the funds from time to time being held by the Escrow Agent pursuant to the terms of the Escrow Agreement with respect to the General Escrow Deposit.
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General Escrow Funds will have the meaning set forth in Section 1.3(d).
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General Escrow Funds means an amount equal to Thirty-Six Million Dollars ($36,000,000).
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Examples of General Escrow Funds in a sentence

  • It is our opinion that (i) the shares of Common Stock issued to the stockholders of THINQ in connection with the Merger have been legally and validly issued and are fully paid and nonassessable, and (ii) the shares of Common Stock when issued as Customer Conversion Shares and General Escrow Funds pursuant to the terms of the Merger Agreement to the stockholders of THINQ will be legally and validly issued, fully paid and nonassessable.

  • After application of Section 8.5, to the extent applicable, the first source of recovery and recourse for indemnification or other claims of the Buyers and their Affiliates related to this Agreement or the other Transaction Documents shall be from the recovery of amounts in the General Escrow Funds, subject to the terms of the Escrow Agreement.

  • If the Net Working Capital, as finally determined pursuant to clause (i) above, is less than the Estimated Net Working Capital, then the Buyers shall be entitled to receive the amount of such deficiency, first from the Working Capital Escrow Funds, and second from the General Escrow Funds, all in accordance with the terms of the Escrow Agreement.

  • On the date that is 18 months after the Closing Date, the Buyer and the Indemnification Representative shall jointly instruct the Escrow Agent to release any remaining General Escrow Funds not otherwise subject to outstanding claims pursuant to Article IX hereof to the party or account designated by the Indemnification Representative for further distribution in accordance with Section 2.6(b).

  • Once all pending claims have been resolved and satisfied from the General Escrow Account, Buyer and Seller shall promptly and jointly direct the Escrow Agent to release the remainder of the General Escrow Funds and the Escrowed Closing Stock Consideration to Seller; provided, however, that any Retained L&R Matters Escrowed Closing Stock Consideration shall continue to be held by the Escrow Agent until released pursuant to Section 2.6(b)(ii).

  • At the Closing, the Buyer shall deposit the General Escrow Funds in an account (the “General Escrow Account) with XX Xxxxxx Chase Bank, N.A. (the “Escrow Agent”) pursuant to an escrow agreement attached as Exhibit C, to secure the indemnification obligations of the Company Participating Equityholders under this Agreement.

  • On the Initial Release Date, the Top-Up Amount shall be deposited in the Warranty Escrow out of the Initially Released General Escrow Funds, to the extent available for distribution, or otherwise by the Seller.

  • In the event of a dispute regarding distributions from the General Escrow Funds, such dispute shall be resolved in accordance with Section 12.10, and the Escrow Agent shall make (or withhold) distributions pursuant to the arbitration award in settlement of such dispute.

  • Subject to Sections 3.2(b)(i) and 11.6, promptly following the expiration of the General Escrow Period, Purchaser and Sellers shall execute a joint instruction to the Escrow Agent directing the Escrow Agent to deliver the General Escrow Funds to Sellers.

  • Notwithstanding the foregoing or anything to the contrary contained herein, distributions to the Parent from the General Escrow Funds shall be deemed paid pro-rata by the Holders.


More Definitions of General Escrow Funds

General Escrow Funds means, at any given time after Closing, the remaining portion of the General Escrow Amount then held by the Escrow Agent, including the remaining interest actually earned thereon.
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General Escrow Funds as defined in Section 2.2(a)(ii).
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General Escrow Funds means, at any given time after Closing, the funds remaining in the General Escrow Account.
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General Escrow Funds means, at any given time, any earnings and other income on the Escrowed Closing Stock Consideration (including without limitation dividends paid thereon in cash or non-cash property other than shares of Buyer Common Stock).
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General Escrow Funds means any earnings and other income on General Escrow Buyer Stock (including without limitation dividends paid thereon in cash or non-cash property other than shares of Buyer Common Stock), which shall be maintained in the General Escrow Account.
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Related to General Escrow Funds

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

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

  • 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.

  • 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.

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

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

  • 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 Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

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

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

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

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

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

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

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

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

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

  • 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.

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

  • 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.

  • 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.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • 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”.

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