Escrow Cash Sample Clauses

Escrow Cash. On the Closing Date, Acquiror shall cause to be deposited with the Escrow Agent the Escrow Cash. The Escrow Cash shall constitute security for the indemnification obligations of the Closing Company Shareholders pursuant to Article IX, and shall be held in and distributed in accordance with the provisions of the General Escrow Agreement and the Separate Escrow Agreement.

Escrow Cash. (a) Prior to the Closing Date, Parent shall appoint a bank or trust company or other entity reasonably satisfactory to the Target Shareholder Representative to act as the escrow agent (the "Escrow Agent"), and each of ------------ Parent and the Target Shareholder Representatives shall execute and deliver an escrow agreement in substantially the form attached hereto as Exhibit B (the --------- "Escrow Agreement"). On the Closing Date, Parent shall deliver to the Escrow ---------------- Agent cash in the amount of the Withheld Cash. The Withheld Cash will be retained in escrow (the "Escrow") pursuant to the Escrow Agreement for the ------ benefit of the Target Shareholders for a period of twenty-four (24) months after the Closing Date (the "Escrow Period") to cover, on a non-exclusive basis, ------------- Parent Indemnity Claims pursuant to Section 10.1(a) hereof and indemnity claims --------------- made by Parent pursuant to Section 10.3 hereof. The Withheld Cash shall not ------------ limit the amount of, and does not constitute the exclusive remedy for, any Parent Indemnity Claims. Except to the extent of such Parent Indemnity Claims which have been made and have been determined to be valid or not yet determined to be invalid pursuant to Section 10.1 hereof, together with all interest ------------ accrued thereon, the Withheld Cash shall be delivered to the Target Shareholder Representative promptly following the twenty-four (24) month anniversary of the Closing Date, together with all interest accrued thereon. (b) The execution and adoption of this Agreement, or the execution of the Limited Acknowledgement Signature Page, shall constitute approval of the Escrow Agreement and of all arrangements relating thereto, including, without limitation, the placement of the Withheld Cash in escrow and the appointment of the Escrow Agent and the Target Shareholder Representative.

Escrow Cash. At the Closing, as partial payment of the Purchase Price ----------- under the Purchase Agreement, PC-Tel and a subsidiary of PC-Tel shall deposit the Escrow Cash directly with the Escrow Agent, the receipt of which shall be acknowledged, and the same accepted, by the Escrow Agent as escrow agent hereunder. The Escrow Cash shall be held in trust by the Escrow Agent and shall be invested, promptly upon receipt and pending disbursement in securities and investments as may be directed by each of the Employees through self-directed investments to the extent permitted by the Escrow Agent. Schedule B attached hereto sets forth a current list of those ---------- investment vehicles which will be available through the Escrow Agent. The Escrow Agent shall establish and separately administer a discrete account for each Employee in respect of that portion of the Escrow Fund which is allocable to such Employee and which is identified in each Employee's Bonus Agreement (the "Allocable Amount"). The Escrow Fund, as such term is used herein, shall include the aggregate of the Allocable Amounts of all the Employees comprising the Escrow Cash; the separate accounts holding the Allocable Amounts shall each be increased by the amount of any appreciation, interest or other property which may result from such Employee-directed investment, less any disbursements or investment-related losses.

Escrow Cash. As contemplated by Section 2.4 of the Agreement and Plan of Reorganization, on the date hereof the Buyer and the Stockholders' Representative (on behalf of the Stockholders) have each deposited $100,000 by wire transfer of immediately available funds into an account (the "Escrow Account") at ▇▇▇▇▇ Fargo Bank, N.A. ("▇▇▇▇▇ Fargo") located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Account No. 6709-012843), to be held in the Escrow Account until withdrawn and disbursed in accordance with Section 2 hereof. Such amount, together with any interest earned thereon or proceeds derived therefrom, as the same may be reduced from time to time by distributions therefrom in accordance with Section 2 hereof, is referred to herein as the "Escrow Cash" (the Escrow Shares and the Escrow Cash being sometimes collectively referred to herein as the "Escrow Consideration").

Escrow Cash. Section 2.7.1.1 To provide funds for the satisfaction of any claims for indemnification made by Buyer pursuant to Article 8 of this Agreement, Parent or Buyer shall deliver an amount in cash equal to the product obtained by multiplying (x) the aggregate cash amounts payable pursuant to Section 2.6 to the Stockholders, by (y) 0.10 (the “Escrow Cash”) to an escrow account (the “Escrow Account”) to be established with a third party escrow agent reasonably satisfactory to Parent, Buyer and the Company (the “Escrow Agent”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). Section 2.7.1.2 During the period in which the Escrow Cash is retained in the Escrow Account, the Escrow Cash shall be held for the benefit of the Stockholders, but Buyer shall be treated as the owner of the Escrow Cash for Tax purposes until released to such Stockholders. All interest or other income earned from the investment of Escrow Cash shall be retained in the Escrow Account as additional Escrow Cash.

Escrow Cash. The Vendors agree that Bluestone shall be entitled to retain the Escrow Cash and shall, in its absolute discretion, and without prejudice to any other rights or remedies available to it, be entitled to set off against the Escrow Cash (to the extent possible) the amount of any Determined Claim. To the extent that no Claim has been made on or before the first anniversary of Completion, Bluestone undertakes to remit to the Vendors' Solicitors by electronic transfer within 3 business days thereof to the account details set out in this Agreement (whose receipt shall be a sufficient discharge to Bluestone which shall not be concerned with the distribution thereof to and among the Vendors or be answerable for the loss or misapplication of such sum) 50% of the Escrow Cash. In the event that no Claim has been made on or before the second anniversary of Completion, Bluestone undertakes to remit to the Vendors' Solicitors by electronic transfer within 3 business days thereof to the account details set out in this Agreement (whose receipt shall be a sufficient discharge to Bluestone which shall not be concerned with the distribution thereof to and among the Vendors or be answerable for the loss or misapplication of such sum) the balance of the Escrow Cash. In the event that any Claims are made prior to such period the Escrow Cash, to the extent not already released and only to the extent of such Claim, shall be retained pending resolution of such Claims and the provision of clauses 5.11.2, 5.11.3 and 5.11.4 shall apply to such amounts retained. Any payments made by Bluestone to the Vendors pursuant to this clause 5.13 shall be paid together with a further sum calculated as the amount (less any withholding taxes or other lawfully required deductions) which could have been earned on such payment if it had been held on deposit for the period commencing on the Completion Date and terminating on the date of payment (both dates exclusive) on an account attracting interest at a rate equivalent to the rate achieved by Bluestone for deposits of a comparable amount.

Escrow Cash. “Escrow Cash” shall mean the Aggregate Employee Cash Payout Escrow Contribution plus the Aggregate Stockholder Escrow Cash Contribution.

Escrow Cash. Upon written instructions of the Parties, the Escrow Agent shall deliver the Escrow Cash, together with interest and earnings thereof pursuant to Section 1.2(a), by wire transfer of immediately available funds to the account or accounts set forth in such written notice.

Escrow Cash. It is expressly agreed and understood that the Escrow Cash shall, until distributed pursuant to the terms of this Escrow Agreement, constitute assets of BSQUARE. Accordingly, for tax purposes, the Escrow Cash and all earnings on the Escrow Cash shall be considered owned by BSQUARE until distributed pursuant to the terms of this Escrow Agreement, and reported as such for all tax reporting purposes.