Sellers Escrow Account definition

Sellers Escrow Account means any escrow account established pursuant to the Sellers Escrow Agreement.
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Sellers Escrow Account means the account governed by the Sellers Escrow Agreement.
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Sellers Escrow Account has the meaning set forth in the Recitals hereto.
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Examples of Sellers Escrow Account in a sentence

  • For the avoidance of doubt, all Assumed Sale Liabilities shall become reinstated as liabilities and obligations of New CMLCV, and no consideration shall be payable from the Plan Funding Reserve, Sellers Escrow Account or the Estate under this Plan with respect to such Assumed Sale Liabilities.

  • The Sellers Escrow Agent shall hold the proceeds of the Sale Transaction in accordance with the Acquisition Agreement, the Plan, Sellers Escrow Agreement and any Final Order of the Bankruptcy Court, and shall be empowered and authorized, without further Bankruptcy Court approval, to invest funds and distribute funds in the Sellers Escrow Account to Century and ML Media or the Plan Administrator, if appointed, in accordance with the terms of the Plan and the Sellers Escrow Agreement.

  • On the Effective Date, Buyer shall pay to Sellers Escrow Account the portion of the Purchase Price provided under the Acquisition Agreement.

  • Release of funds from the Sellers Escrow Account may only be made as provided by (x) written agreement of both Century and ML Media, or (y) Order of the Bankruptcy Court.

  • Any payments required to be made by the Sellers pursuant to this Section 3.4(b)(ii) shall be limited to amounts included in, and made solely from, the Sellers Escrow Account and any payments required to be made by the Buyer shall be made to the Sellers Escrow Account and shall be made first from the escrow established pursuant to Section 3.4(a) but shall not be limited by such amount.

  • At the Closing, the Sellers and the Companies shall assign to the Sellers Escrow Account or another entity or otherwise satisfy from the Sellers Escrow Account or pursuant to the Plan all liabilities of the Companies to the Sellers and their respective Affiliates (other than the Companies) (“Affiliate Liabilities”), such that from and after the Closing the Buyer shall not have any Affiliate Liabilities owed to either Seller or their respective Affiliates.

  • To the extent any funds are to be released from the “Indemnity Escrow Account” (as defined in the Acquisition Agreement) and paid into the Sellers Escrow Account, such funds shall, upon payment into the Sellers Escrow Account, be treated in accordance with this Plan and the Sellers Escrow Agreement.

  • Sellers acknowledge and agree that all payments required to be made hereunder to the Sellers Escrow Account by Purchasers shall, if properly and timely made in accordance with the terms hereof, satisfy any requirement of payment to the Sellers, and that Purchasers shall not be responsible for the allocation or division of any such payment among Sellers once the payment to the Sellers Escrow Account has been properly and timely made.

  • If after using such commercially reasonable efforts, the Buyer is unable to obtain a refund, then the Buyer shall pay to the Sellers Escrow Account the amount of such credits as such credits are utilized to offset the Buyer’s Tax liability.

  • Subject to the provisions of Section 5.5 infra, after the Litigation Claims have been Allowed by a Final Order and satisfied pursuant to Section 4.5 hereof (including, without limitation, with respect to the validity and enforceability of the claims of ML Media under the Pledge Agreement), the balance of the Sellers Escrow Account and the Plan Funding Reserve shall be distributed to ML Media and Century in accordance with Section 5.5 of this Plan.


More Definitions of Sellers Escrow Account

Sellers Escrow Account means that certain account, maintained by Seller, for its sole benefit at Xxxxxx Title Company.
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Sellers Escrow Account means one or more separate accounts established by the Escrow Agent in the name of the Provider, and designated by the Escrow Agent as a Seller’s Escrow Account.
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Related to Sellers Escrow Account

  • 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.

  • 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.

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

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

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

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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

  • Seller Account shall have the meaning set forth in the preamble of this 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.

  • 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.

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

  • Seller’s Account means such account as the Seller may specify to the Guarantor from time to time;

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

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

  • 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.

  • 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.

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

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

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

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

  • Purchaser’s Account The account of the Purchaser at a bank or other entity most recently designated in a written notice by the Purchaser to the Sellers as the "Purchaser's Account."

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

  • Escrowed Property has the meaning set forth in the Escrow Agreement.