Purchase Price Escrow Fund definition

Purchase Price Escrow Fund means the Purchase Price Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.
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Purchase Price Escrow Fund means the Deposit, together with any and all interest or income actually earned thereon pursuant to the Purchase Price Escrow Agreement.
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Purchase Price Escrow Fund has the meaning set forth in Section 1.6(a).
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Examples of Purchase Price Escrow Fund in a sentence

  • The Purchase Price Escrow Fund shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Purchase Price Escrow Agreement.

  • As of the Closing Date, Parent, Buyer, the Escrow Agent and the Stakeholder Representative shall execute and deliver the Purchase Price Escrow Agreement, and Parent or EHSI shall deposit with the Escrow Agent an amount equal to the Purchase Price Escrow Fund solely for the purpose of securing certain adjustment payments set forth in Section 3.8 of this Agreement.

  • The Purchase Price Escrow Fund shall be held by the Escrow Agent under, and released pursuant to, the terms of the Purchase Price Escrow Agreement.

  • Seller and Purchaser agree that any disbursement of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund or the Purchase Price Escrow Fund to Seller may be treated for U.S. federal income tax purposes as consisting, in part, of imputed interest in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder.

  • Any payment of the Post-Closing Adjustment owed by Seller to Buyer shall be paid by the Escrow Agent pursuant to the terms of the Escrow Agreement from the Purchase Price Escrow Fund and to the extent the amount of the Purchase Price Adjustment exceeds the amount available to Buyer in the Purchase Price Adjustment Escrow Fund, from the Indemnification Escrow Fund.

  • The Escrow Agent will continue to maintain the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and the Purchase Price Escrow Fund until the earlier of (a) the time at which there will be no funds or other property in such First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and Purchase Price Escrow Fund and (b) the termination of this Agreement in accordance with its terms.

  • Any such successor escrow agent will deliver to Purchaser and Seller a written instrument accepting such appointment, and thereupon it will succeed to all the rights and duties of the Escrow Agent hereunder and will be entitled to receive possession of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and Purchase Price Escrow Fund.

  • On the Purchase Price Escrow Release Date, the Escrow Agent will deliver to Purchaser out of the Purchase Price Escrow Fund, the full amount of any Negative Adjustment Amount plus, if applicable, one-half (1/2) of the Reviewing Accountant Fees specified in the Purchase Price Escrow Release Notice, and following the delivery of such amounts to Purchaser, deliver to Seller any and all remaining amounts in the Purchase Price Escrow Fund.

  • For tax purposes, all Escrow Earnings on the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and the Purchase Price Escrow Fund in any Tax year will be reported as allocated to Purchaser until the distribution of the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and the Purchase Price Escrow Fund is determined and thereafter to Purchaser and Seller in accordance with their respective interests therein.

  • The Escrow Agent will invest and reinvest moneys on deposit in the First Escrow Fund, Second Escrow Fund, Third Escrow Fund, Fourth Escrow Fund and the Purchase Price Escrow Fund in one of the investment vehicles described in Annex B, as directed in writing by Seller and Purchaser.


More Definitions of Purchase Price Escrow Fund

Purchase Price Escrow Fund means an amount equal to the Purchase Price Escrow Amount, plus all interest, dividends and other income earned thereon.
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Purchase Price Escrow Fund shall have the meaning ascribed thereto in Section 3.1.
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Purchase Price Escrow Fund. Section 2.8 "Purchaser" Introductory paragraph "Purchaser Transaction Documents" Section 5.2 "Rambaudi Equipment" Section 2.2(c) "Rambaudi Litigation" Section 2.2(d) "Real Property" Section 4.7 "Real Property Leases" Section 2.1(g) "Retained Employees" Section 6.5(b) "Seller" Introductory paragraph "Seller Transaction Documents" Section 4.3
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Purchase Price Escrow Fund means, that portion of the Escrow Fund equal to the Purchase Price Escrow Amount, as such fund may be decreased from time to time pursuant to this Agreement and the Escrow Agreement.
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Purchase Price Escrow Fund shall have the meaning specified in Section 2.2.
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Purchase Price Escrow Fund shall have the meaning specified in Section 2.2.
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Related to Purchase Price Escrow Fund

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

  • Adjustment Escrow Amount means $1,000,000.

  • 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.

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

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

  • 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.

  • Purchase Price has the meaning set forth in Section 2.2.

  • Holdback Amount has the meaning set forth in Section 2.06(a).