Examples of Special Escrow Deposit in a sentence
Subject to the provisions of this Article VIII, from and after the Closing, the Company Equityholders, solely from the Special Escrow Deposit, hereby agree to indemnify and hold harmless Parent, its Affiliates and each of their respective directors, managers, officers and Affiliates (collectively, the “Parent Indemnitees” or “Indemnified Parties”) from and against any and all Losses of such Parent Indemnitees resulting from or arising out of the Special Matter.
Notwithstanding anything to the contrary set forth in this Section 1.2, with respect to any payment to any Seller hereunder or any portion of the Purchase Price, without any further approval, action or notification to of any kind, Buyer may Payments any amounts necessary to fund the Indemnity Escrow Deposit and Special Escrow Deposit applicable to such Seller.
Pursuant to the Merger Agreement, Parent shall deposit in escrow with the Escrow Agent, as escrow agent, such amount in cash (together with additions to or earnings thereon, the "Xxxxxxx Deposit" and together with the General Escrow Deposit and the Special Escrow Deposit, the "Escrow Deposits"), as is set forth on Schedule C in respect of each Holder named thereon.
If all shares of Parent Common Stock in the Special Escrow Deposit shall have been delivered in accordance with the preceding but the amount of such claim remains unsatisfied, any cash remaining in the Special Escrow Account after the above described deliveries, up the amount of such shortfall, will be delivered in payment on such claim, and allocated against Holders in accordance with their Holder's Special Cash Percentages.
Pursuant to the Merger Agreement, if, but only if, any Specified Litigation is outstanding as of the Closing, Parent shall deposit in escrow with the Escrow Agent, as escrow agent, such amount in cash and shares of Parent Common Stock (collectively, the "Special Escrow Shares" and together with the cash deposit and additions to or earnings or distributions on the Escrow Shares or the cash deposit, the "Special Escrow Deposit"), as is set forth on Schedule B in respect of each Holder named thereon.
For each step the actions that were actually taken are explained to ensure that this description can be used as a guide for similar projects.
There shall be released to Parent from the shares of Parent Common Stock held in the Special Escrow Deposit in respect of such Holder a number of shares of Parent Common Stock equal in value (rounded down to the nearest whole share) to the result obtained by multiplying (a) the amount of such claim times (b) the Special Common Percentage times (c) such Holder's Special Common Percentage.
Funds are receipted into Great Plains Dynamics via an Administrative Receipt and a Special Escrow Deposit Form (see Exhibit E14) by the head cashier as an administrative receipt after being approved by a manager or above.
Parent and the Stockholders' Representative confirm by execution and delivery of this Agreement that the allotment of cash and shares of Parent Common Stock in the Special Escrow Deposit amongst the Holders is in accord with the terms of the Merger Agreement.