Examples of Total Escrow Amount in a sentence
The Total Escrow Amount shall be held in escrow under the Escrow Agreement and, subject to the terms of the Escrow Agreement each of the Disputed Claim Escrow Amount and the Lower Distribution Escrow Amount shall be (i) released to Assignors, or (ii) returned to Assignee.
On the Closing Date, Buyer shall pay to each Seller in cash, an amount equal to (i) the product of (A) such Seller’s Pro Rata Share and (B) the Estimated Equity Value, and less (ii) the product of (A) such Seller’s Escrow Share and (B) the sum of (I) the Total Escrow Amount and (II) the Seller Representative Amount.
In the event that the Sellers’ Representative has consented to any such settlement, the Company Shareholders shall have no power or authority to object under any provision of this Article 12 to the amount of any Third Party Claim by the Buyer against the Total Escrow Amount or the Company Shareholders, with respect to such settlement.
The portion of the Total Escrow Amount that the Buyer shall distribute to the Company Shareholders on the Escrow Distribution Date shall be the cash, if any, comprising the Total Escrow Amount following all reductions for aggregate Losses suffered by Indemnified Parties pursuant to Section 12.2 hereof prior to the Escrow Distribution Date.
Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Total Escrow Amount.