Examples of Regulatory Escrow Amount in a sentence
The Regulatory Escrow Amount shall be held by the Escrow Agent until the earlier of the date that all Regulatory Costs are paid or the third anniversary of the Closing Date (“Regulatory Escrow Period”).
Notwithstanding anything to the contrary contained herein, the Regulatory Escrow Amount may not exceed $7,500,000.
The Regulatory Escrow Amount shall be used to satisfy any Losses related to the Regulatory Costs as set forth above and shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
However, in the event the Regulatory Escrow Amount would exceed $7,500,000 but for the aforesaid limitation, Buyer shall not be obligated to close the Contemplated Transactions.
At the Closing, Purchaser shall pay to the Escrow Agent the Escrow Amount and Regulatory Escrow Amount (each, an “Escrow Fund”) in cash payable by wire transfer of immediately available United States funds for deposit into an escrow account or escrow accounts (provided if in a single escrow account, for purposes of this Agreement they shall be treated as separate accounts) in accordance with the terms and conditions of the Escrow Agreement.
The maximum amount that the Parent Indemnified Parties may recover from each Company Securityholder for claims under Section 8.1(g) or for Regulatory Damages, shall be limited to each Company Securityholder's Pro Rata Portion of the Regulatory Escrow Amount and the then-remaining amount, if any, of the Indemnity Escrow Amount.
If, however, there are insufficient funds available from the Escrow Amount to fully satisfy and discharge any Losses incurred by the Purchaser Indemnified Parties, Purchaser Indemnified Parties shall be entitled to recovery from the Regulatory Escrow Amount any amounts necessary to fully satisfy and discharge any such Losses.
Notwithstanding the foregoing, it is specifically agreed that if the NightGuard™ device continues to be in over-the-counter distribution 36 months after the Closing Date, the Regulatory Escrow Amount shall be distributed to Sellers.