Escrow Amounts Sample Clauses

Escrow Amounts. At the Closing, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Escrow Amount”) into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the nineti...
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Escrow Amounts. The Cash Escrow Deposit amounts and any benefits of any interest or other income earned thereon (collectively, the "ESCROW AMOUNTS" or "Escrow Funds"), shall be held by the Escrow Agent in accordance with the terms of this Agreement.
Escrow Amounts. The “Indemnification Escrow Amount” shall be an amount equal to $6,586,790. The “Transaction Incentive Plan Indemnity Amount” shall be an amount equal to $413,210. Seller hereby authorizes and instructs Buyer, at the Closing, to deduct the Indemnification Escrow Amount from the Base Consideration and the Transaction Incentive Plan Indemnity Amount from the Expected Base Transaction Incentive Plan Amount, and to deliver such funds to the Escrow Agent to be held in an escrow account (the “Escrow Account”), in accordance with the terms and conditions of the Escrow Agreement.
Escrow Amounts. (a) At the Closing, Parent shall deposit, or cause to be deposited, the Escrow Amount into the Escrow Account to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement.
Escrow Amounts. At the Closing, the Purchaser shall deliver to Regions Bank, as escrow agent (the “Escrow Agent”), under the escrow agreement dated the Closing Date, by and among the Purchaser, the Seller and the Escrow Agent, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), (i) an amount equal to Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) (the “Indemnity Escrow Amount”) and (ii) an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Working Capital Escrow Amount” and, together with the Indemnity Escrow Amount, collectively, the “Escrow Amounts”).
Escrow Amounts. At the Closing, Buyer will: a. pursuant to Sections 2.4a, deposit with the Escrow Agent the Indemnity Escrow Amount, to be held pursuant to the Indemnity Escrow Agreement for the purpose of securing any post-Closing covenants of Sellers, including the indemnification obligations of Sellers set forth in Article 8; and b. pursuant to Section 2.4b, deposit with the Escrow Agent the Installment Payment Escrow Amount, to be held pursuant to the Installment Payment Escrow Agreement and to be released to Sellers, in proportion to their respective Participation Percentages, in an amount calculated as follows (the “Installment Payment”): (1) if Company’s EBITDA for the 12-month period commencing on the first day of the month immediately following the Closing Date (the
Escrow Amounts. At the Closing, Buyer shall deposit or cause to be deposited: (i) $750,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement; and (ii) $12,500,000 (the “Indemnity Escrow Amount”) into an account (the “Indemnity Escrow Account”) established pursuant to the terms of the Escrow Agreement.
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Escrow Amounts. At the Closing, the Buyer shall pay an aggregate amount equal to (x) the Adjustment Escrow Amount, plus (y) the Insurance Deductible Escrow Amount, plus (z) the Sellers Representative Escrow Amount, to the Escrow Agent, such payment to be made by wire transfer of immediately available funds to an account designated by the Escrow Agent.
Escrow Amounts. At the Initial Closing, Purchaser shall deposit with the Escrow Agent (i) an amount in cash equal to the Indemnification Escrow Amount, as collateral for certain indemnification obligations of the Sellers pursuant to ARTICLE VIII, and (ii) an amount in cash equal to the Adjustment Escrow Amount. The Indemnification Escrow Amount shall be held by the Escrow Agent in a separate escrow account (the “Indemnification Escrow Fund”), and the Adjustment Escrow Amount shall be held by the Escrow Agent in a separate escrow account (the “Adjustment Escrow Fund”), in each case established pursuant to the Escrow Agreement. Purchaser, on the one hand, and the Sellers, on the other hand, shall share equally all fees of the Escrow Agent in connection with the Escrow Agreement and the administration of the Escrow Funds, as provided in the Escrow Agreement.
Escrow Amounts. (i) Buyer will deposit the sum of $50,000 (the "Indemnification Escrow Amount") into escrow at the Closing with Mellon Trust of New England, N.A. (the "Escrow Agent") as security for the full and timely payment and performance by the Company of its obligations under Section 8 of this Agreement. Unless and except to the extent that such funds are to be repaid to Buyer as provided in Section 8 of this Agreement or are subject to pending claims under such section, such amounts shall be released from escrow and paid to Seller upon the expiration of twelve (12) months from the Closing.
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