Total Escrow Amount definition

Total Escrow Amount means the ADCO Amount and the Escrow Amount (or $40 million).
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Total Escrow Amount has the meaning assigned to it in Section 2.4(b).
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Total Escrow Amount means the sum of the Disputed Claim Escrow Amount and the Lower Distribution Escrow Amount, or $12,140,034.72.
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Examples of Total Escrow Amount in a sentence

  • 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.

  • 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.

  • At the Closing, notwithstanding anything to the contrary set forth in this Agreement, the Buyer will withhold from each Company Shareholder’s Initial Cash Consideration, such Company Shareholder’s Pro Rata Portion of the Total Escrow Amount.

  • The Escrow Agent and the Indemnifying Parties shall not be responsible for any investment losses incurred on the Total Escrow Amount.

  • Immediately following the Effective Time (but in any event on the Closing Date), the Surviving Corporation shall deposit with the Escrow Agent the Total Escrow Amount, which shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement.


More Definitions of Total Escrow Amount

Total Escrow Amount is the sum of the Indemnification Escrow Amount and the Purchase Price Escrow Amount.
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Total Escrow Amount means the Indemnity Escrow Amount plus the Working Capital Escrow Amount.
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Total Escrow Amount means an amount in cash equal to Five Million Seven Hundred Forty Six Thousand Three Hundred Seventy Eight United States Dollars and Ninety Cents (US$5,746,378.90).
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Total Escrow Amount means an amount in cash equal to Eight Million United States Dollars ($8,000,000).
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Total Escrow Amount means the aggregate amount of the General Escrow Amount plus the Tax Escrow Amount, which at the Completion Date shall be the aggregate of (i) $10,000,000 and (ii) £17,820,000;
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Total Escrow Amount means (i) the Escrow Amount plus (ii) the amount of the Expense Reserve Account.
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Total Escrow Amount means the Adjustment Escrow Amount plus the Indemnity Escrow Amount. “Transaction Agreements” means this Agreement, the Escrow Agreement, the Change of Control Payment Agreements, the Key Employee Offer Letter, the SAR Awardee Restrictive Covenant Agreements, the Stockholder Restrictive Covenant Agreement and any other document, instrument, certificate or agreement referred to herein and entered into by the Parties in connection with the Transactions. “Transaction Tax Deductions” means all deductions of the XXXX Entities for U.S. federal and applicable state income Tax purposes attributable to the Transactions that occur at or in connection with the Closing (including, for clarity, any such deductions attributable to payments of Company Debt or Company Expenses or settlement or other payments in respect of the SAR Plans and Bonus Letters). “Upper Working Capital Target” means $230,000,000. “Working Capital” means an amount equal to the current assets of the XXXX Entities (excluding Company Cash) minus the current liabilities of the XXXX Entities (excluding Company Expenses and Company Debt), in each case calculated as of the Measurement Time in accordance with the Calculation Principles and only using the line items set forth on Exhibit B. “Wrongful Acts” means actual and intentional fraud or willful misconduct committed by a Party with respect to the making of representations and warranties in this Agreement by such Party with intent to deceive another party hereto.
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