Escrow Amount Clause Samples

Escrow Amount. At the Closing, Intermediate Corp shall deposit the Escrow Amount into an interest-bearing account (the “Escrow Account”) with the Escrow & Exchange Agent, and the Escrow Amount shall remain in escrow subject to the terms of this Agreement and the Escrow Agreement until twelve (12) months following the Closing Date (the “Escrow Release Date”) (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Amounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the provisions contained therein relating to the receipt of such amounts that are payable within the short term deferral period following the lapse of a substantial risk of forfeiture.

Escrow Amount. At Closing, Buyer shall deposit Fifteen Million Dollars ($15,000,000) of the Cash Purchase Price with Amegy Bank N.A., as escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds (the “Escrow Deposit”). The Escrow Deposit, together with all earnings thereon (collectively, the “Escrow Funds”), shall be held (a) to be paid to Buyer for any decrease in the Base Purchase Price due to the Post-Closing Adjustments under Sections 2.4 or 9.3; (b) to be paid to Buyer for indemnifiable Taxes under Section 9.2(a; and (c) to be paid to a Buyer Indemnified Party for any timely-made claim where such Person is entitled to indemnification under Article X. The Escrow Funds will be held, invested and disbursed as specified in an escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). The amounts remaining as Escrow Funds will be paid to the Seller Representative on behalf of Sellers as follows: (a) Five Million Dollars ($5,000,000) less the Buyer Final Closing Adjustment Amount, if any, on the sixth (6th) month anniversary of the Closing; (b) Seven Million Five Hundred Thousand Dollars ($7,500,000) after delivery of the last Vessel listed on Section 4.9(a) of the Companies’ Disclosure Schedule as being under construction; and (c) the remainder on the earlier to occur of the public announcement of Buyer’s audited year end results for the calendar year ending December 31, 2009 or April 30, 2010 (the “Release Date”); provided, however, in each case such payments shall be less any amounts deducted or paid out of Escrow Funds pursuant to this Article II, and subject to withholding for any pending claims against Sellers under Section 9.2(a) or Article X hereof.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Twenty Eight Thousand Six Hundred Fourteen Dollars ($28,614) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. The "ESCROW AMOUNT" shall be a number of shares of Parent Common Stock obtained by multiplying (x) the Aggregate Company Common Number by (y) the Exchange Ratio by (z) 0.10.

Escrow Amount. (a) Buyer shall first make claims against the Escrow Fund in connection with the satisfaction of any obligation of the Seller under Section 7.2 before seeking recourse against the Sellers. On the date that is twelve (12) months following the Closing Date (the "Escrow Release Date") an amount equal to the balance then on deposit in the Escrow Fund minus the aggregate amount, if any, which any Buyer Indemnified Party has claimed under Section 7.2 prior to such date (to the extent such Claims, if any, remain unresolved) shall, upon a written instruction to the Escrow Agent executed by Buyer and the Sellers' Representative, be released to the Sellers in accordance with their Pro-Rata Portion. (b) Any amount remaining in the Escrow Fund following the Escrow Release Date for the satisfaction of any unresolved Claims, shall be released upon the final resolution of such Claims in accordance with the joint written instructions delivered by B▇▇▇▇ and the Sellers' Representative to the Escrow Agent. If any amount remains in the Escrow Fund following the resolution of all Claims and the distribution to the Buyer Indemnified Parties of any amounts payable to them in connection therewith, Buyer and the Sellers' Representative shall execute and deliver a joint written instruction to the Escrow Agent directing the payment of the remaining balance to the Sellers in accordance with their Pro-Rata Portion.

Escrow Amount. (a) Upon confirmation that the Articles of Merger have been filed with the Secretary, Purchaser shall deposit with the Escrow Agent Five Million Five Hundred Thousand Dollars ($5,500,000) (such initial escrow amount, together with interest and earnings thereon, the "ESCROW AMOUNT") in cash payable by wire transfer of immediately available funds for deposit in an escrow account (the "ESCROW ACCOUNT") in accordance with the terms and conditions of the Escrow Agreement. The Escrow Amount shall consist of an initial amount of Five Hundred Thousand Dollars ($500,000) (such initial amount, together with interest and earnings thereon, the "WORKING CAPITAL INDEMNITY AMOUNT") and a second initial amount of Five Million Dollars ($5,000,000) (such second initial amount, together with interest and earnings thereon, the "GENERAL INDEMNITY ESCROW AMOUNT"). The Working Capital Indemnity Amount shall serve as security for the payment, if any, of the Negative Adjustment Amount to Purchaser in accordance with SECTION 1.8(d), and the General Indemnity Escrow Amount shall serve as security to satisfy any Loss(es) incurred by the Purchaser Indemnified Parties under ARTICLE 8 hereunder and any amount by which the Negative Adjustment Amount, if any, exceeds the Working Capital Indemnity Amount, and each shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement.

Escrow Amount. Participant hereby authorizes and instructs Fantex to deduct from the Purchase Price otherwise payable to Participant, an aggregate amount equal to the Escrow Holdback. Fantex shall deposit the Escrow Holdback into an escrow account (the “Escrow Account” and all such funds included in the Escrow Account, the “Escrow Funds”) established pursuant to the terms of a written escrow agreement mutually agreed among the Parties and the Escrow Agent (the “Escrow Agreement”) based on the form of agreement provided by Escrow Agent as modified to be consistent with the terms of this Agreement, as applicable.

Escrow Amount. In connection with the Stock Exchange and the Merger, Parent, the Stockholders’ Agent, Continental Stock Transfer and Trust Company (the “Escrow Agent”), ▇▇▇▇▇▇▇▇▇, individually, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”) are entering into the escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, in connection with any payment hereunder, Parent shall withhold from the shares issued to each of the Rollover Stockholders pursuant to Section 1.1 (excluding the Transferred Common Shares Consideration) and the cash otherwise payable to each holder of outstanding Common Stock (the “Common Stockholders”) in accordance with Section 1.7(a) cash and shares (the “Escrow Shares”) in an amount equal to such holder’s Pro Rata Share of the Escrow Amount as set forth on the Payment Spreadsheet. For purposes of the foregoing, each such holder’s “Pro Rata Share” shall be a fraction whose numerator is the aggregate number of shares of Common Stock held by such holder immediately prior to the Stock Exchange, and whose denominator is the aggregate number of shares of Common Stock outstanding immediately prior to the Stock Exchange and “Escrow Amount” shall initially mean $1,720,000 (with references to the Escrow Amount in this Agreement, as at any applicable date, giving effect to any reduction of such amount from time to time (including, without limitation, the Step-Down pursuant to Article 8 of this Agreement)). In calculating each Common Stockholder’s Pro Rata Share of the Escrow Amount to be withheld from the shares or cash to which such Common Stockholder is otherwise entitled under Section 1.1 and Section 1.7, the shares shall be valued at $5.98 per share. Amounts to be withheld in respect of each Rollover Stockholder’s Pro Rata Share of the Escrow Amount shall be withheld first from shares of Parent Common Stock issued pursuant to Section 1.1. If the value of such withheld shares (which shall be valued at $5.98 per share) is insufficient to provide for such Rollover Stockholder’s Pro Rata Share of the Escrow Amount, then and only to the extent of such insufficiency shall cash otherwise payable to such Rollover Stockholder in respect of Common Stock be withheld by Parent to satisfy such Rollover Stockholder’s obligations in respect of the Escrow Amount. Promptly following the Effective Time, Parent shall cause the Escrow Amount consisting of cash and shares to be deposited with the Escrow...

Escrow Amount. The parties hereby acknowledges and agree that FCI shall receive and retain the certain proceeds of the above referenced loan in FCI's trust account (the “Trust Account”). FCI shall receive and retain (Dollar Amount)$ to be held in the Trust Account. Thereafter, upon the specific written direction of the Lender, FCI shall disburse portions, or all of the funds as directed by the Lender. Borrower and Lender agree that all funds deposited into the Trust Account shall be held by FCI in a non-interest bearing account. The parties agree that FCI shall not be held responsible for any losses from the holding of the funds in the Trust Account or the disbursement of said funds upon the instruction of Lender. Borrower shall be responsible for any fees charged by FCI for any disbursement under the terms of the agreement which fees shall be charged in the sum of $55.00 per draw (includes wire), and paid from the proceeds held in reserve. Neither Lender nor Borrower shall have any claim or rights against FCI for the disposition of the Escrow Deposit in accordance with this Agreement, except in the case of gross negligence or willful acts of FCI.