General Escrow Period definition

General Escrow Period has the meaning set forth in Section 9.4.
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General Escrow Period means the period beginning on the Closing Date and ending at 11:59 pm (Pacific Time) on the one-year anniversary of the Closing Date.
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General Escrow Period has the meaning set forth in Section 2.6(a)(i) of this Agreement.
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Examples of General Escrow Period in a sentence

  • The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share.

  • In the event of a dispute under ARTICLE IX of this Agreement concerning the portion of the General Escrow Fund that should remain in escrow after the General Escrow Period, [***] that it [***] that it may incur or pay General Indemnifiable Damages [***] and that the amount remaining in escrow is [***].

  • Notwithstanding the foregoing, all or a portion of the General Escrow Fund may be retained beyond the General Escrow Period as provided in Section 5(a) of this Agreement.

  • No Reserve Amount shall be subject to any claim or right of offset except with respect to the claim for which such Reserve Amount was retained following the expiration of the General Escrow Period.

  • No delay in providing such Officer’s Certificate within the General Escrow Period or Special Escrow Period, as the case may be, shall affect any Purchaser Indemnified Person’s rights hereunder, unless (and then only to the extent that) any Seller is materially prejudiced thereby.

  • The amount retained in the General Escrow Fund after the expiration of the General Escrow Period with respect to a particular pending claim shall be available to Purchaser only with respect to such pending claim and shall not be available to Purchaser for any other pending claim.

  • Acquiror shall hold the General Escrow Cash for the General Escrow Period as security for the Effective Time Holders’ indemnification obligations for Damages under Article 12.

  • 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.

  • With respect to NTC Options vested as of the Closing Date, as set forth on Exhibit A, when exercised, if prior to the end of the General Escrow Period or such longer period as determined under Section 9.2(c), the number of shares of Parent Common Stock issued to the holder will be reduced by the appropriate number of shares to be deposited with the Escrow Agent in the General Escrow Fund, pursuant to Section 2.1(b).

  • Except as set forth in Section 12.3(b), after the Effective Time the General Escrow Property and any other assets deposited in escrow pursuant to the Escrow Agreement shall be the Indemnified Persons' sole recourse under this Agreement, and no claim for Damages shall be made under Section 12.2 or otherwise under this Agreement after expiration of the General Escrow Period.


More Definitions of General Escrow Period

General Escrow Period has the meaning ascribed to it in Section 7.2(c).
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General Escrow Period has the meaning given in the EPA;
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General Escrow Period means that time period beginning at the Effective Time and ending at 12:01 a.m. on the first anniversary of the Closing Date.
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General Escrow Period means the period beginning on the Closing Date and ending on the date that is the twelve (12) month anniversary of the Closing Date, subject to extension as provided in the Escrow Agreement with respect to any indemnification claim that remains subject to dispute or otherwise outstanding between the Buyer, on the one hand, and the Company Equityholder Representative, on the other hand, as of such date.
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General Escrow Period shall be replaced with "Section 7.3(c)."
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General Escrow Period means the twenty-four (24) month period commencing on the Closing Date.
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Related to General Escrow Period

  • Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates: (i) The date upon which Escrow Agent confirms that it has received in the Escrow Account all of the proceeds of the sale of the Convertible Debentures; (ii) The expiration of twenty (20) days from the date of commencement of the Offering (unless extended by mutual written agreement between the Company and the Investor(s) with a copy of such extension to Escrow Agent); or (iii) The date upon which a determination is made by the Company and the Investor(s) to terminate the Offering prior to the sale of all the Convertible Debentures. During the Escrow Period, the Company and the Investor(s) are aware that they are not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or the Investor(s) or any other entity, or be subject to the debts of the Company or the Investor(s) or any other entity.

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

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

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

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

  • 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.

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

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

  • 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.

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

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

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

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

  • 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.

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

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

  • 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.

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

  • 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.

  • 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.

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

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

  • 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.