General Escrow Funds definition
Examples of General Escrow Funds in a sentence
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.
At the Closing, the Buyer shall deposit the General Escrow Funds in an account (the “General Escrow Account) with ▇▇ ▇▇▇▇▇▇ 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 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).
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.
For purposes of determining the amount of General Escrow Funds necessary to satisfy unresolved or contested Claims for Damages, Parent Common Stock value shall equal the Parent Average Price Per Share; provided that Sections 11.3(a) and 11.8.10 shall apply to the resolution of such claims.
The General Escrow Funds not subject to unsatisfied claims as contemplated by this Article IX shall be delivered to the Participating Stockholders as the Final Per Share Holdback Amount in accordance with Section 2.2. As soon as all such claims have been resolved the Escrow Agent shall deliver to the Participating Stockholders the remaining portion, if any, of the General Escrow Fund not required to satisfy such claims as additional Final Per Share Holdback Amounts.
The Escrow Agent will hold the General Escrow Funds as security for the Company Preferred Stockholders’ and Management Carve-Out Recipients’ indemnification obligations for Damages (as defined in Section 11.2) under Article 11.
Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to Buyer and Seller, sell or liquidate any of the foregoing investments at any time for any disbursement of the General Escrow Funds or the Special Escrow Funds permitted or required hereunder.
In each case in which this Section 10.7(b) or the Escrow Agreement provide for the release of General Escrow Funds, each of Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the General Escrow Funds in accordance with this Section 10.7(b) and the Escrow Agreement.