Liability Escrow Account definition
Examples of Liability Escrow Account in a sentence
Except to the extent that bona fide unpaid pre-closing general liabilities, whether contested or uncontested, are known to the Seller or Purchaser, the Liability Escrow Agent shall release up to fifty (50%) percent of the Liability Escrow Account six months after the Closing and all funds remaining in the Liability Escrow Account shall be distributed to the Seller after the expiration of twelve months after Closing.
Notwithstanding anything contained herein to the contrary, any liability referred to herein that is paid sixty (60) days after Closing shall be paid out of the Liability Escrow Account or by Purchaser, as the case may be.
If a bona file unpaid pre-closing general liability, whether contested or uncontested, is known to Seller or Purchaser, prior to distributing any funds from the Liability Escrow Account, the Liability Escrow Agent shall retain an amount equal to a multiple of two and one-half times the amount of the unpaid pre-closing general liability.
Should an Event of Default exist, the sums on deposit in the Accrued Lease Liability Escrow Account may be applied by Lender in payment of any Accrued Lease Liability Expenses or may be applied to the payment of the Debt or any other charges affecting all or any portion of the Property, as Lender, in its sole discretion, shall determine; provided, however, that no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided.
Borrower has deposited in the Accrued Lease Liability Escrow Account, on the date hereof, the amount set forth on Exhibit B hereto for payment of Accrued Lease Liability Expenses.
Upon receipt by Escrow of written notice from the Sunkist Retirement Plan of the amount of Seller's estimated withdrawal liability (the "2018 Estimated Withdrawal Liability"), Escrow Holder shall promptly disburse directly to the Sunkist Retirement Plan from the Seller’s Withdrawal Liability Escrow Account, the lesser of (i) the amount of the 2018 Estimated Withdrawal Liability or (ii) the then entire balance of Seller’s Withdrawal Liability Escrow Account.
The Purchase Price shall be paid to the Sellers, subject to the conditions set forth in this Agreement, at the Closing, (i) by wire transfer of immediately available funds to an account designated by PRI, an amount equal to $125 million (the "Closing Cash Payment") (subject to adjustment pursuant to Section 5.1(1) hereof); and (ii) by payment of $7 million (subject to adjustment pursuant to Section 5.1(1) hereof) to be held in the Liability Escrow Account and applied pursuant to the terms of Section 2.4.
All sums deposited into the Liquidity Reserve Escrow Account, the Recurring Replacement Reserve Escrow Account, the Reletting Reserve Escrow Account, the Engineering Escrow Account and the Accrued Lease Liability Escrow Account may be invested in Permitted Investments; however, Borrower acknowledges that Lender makes no representation or warranty as to the rate of return earned thereon.
If such determination amount is paid by Buyer and thereafter such determination is reversed or set aside, and the Jeopardy Payment is returned or otherwise credited to Buyer, the Indemnifying Party shall be reimbursed by Buyer for any sums recovered from the Contingent Liability Escrow Account or by any Note offset or money recovered from Sellers and/or Shareholder incident to the Jeopardy Payment.
G&G and the Purchaser shall cause certain of the Excluded Liabilities, as described in footnote (d) to Schedule 1.6 hereof, to be paid out of the Liability Escrow Account.