Escrow Fund Clause Samples
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Escrow Fund. As provided in Section 1.3, on the Closing Date, SCM shall deposit with the Escrow Agent SCM Common Stock equalling the Escrow Amount, which shall constitute an escrow fund (the ESCROW FUND) to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each Exchanging Shareholder shall correspond to such stockholder's Escrow Shares. The Escrow Fund shall be available to compensate SCM (i) for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees and disbursements in connection with any action, suit or proceeding, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively LOSSES) that SCM or any of its affiliates has actually incurred (or, in the case of an extension of the Escrow Period pursuant to Section 7.2(b)(ii), reasonably anticipates incurring), by reason of the breach by any Exchanging Shareholder of any representation, warranty, covenant or agreement of Shuttle contained herein, (ii) for any Third Party Expenses in excess of $400,000 and any fees and expenses of Stan▇▇▇▇ ▇▇▇▇▇, ▇▇ each case, to the extent not deducted from the Transaction Consideration on the Closing Date; and (iii) for any claim made pursuant to the Tax Covenant contained in Schedule 3 hereof; provided, however, that claims for Losses incurred as a result of a breach by an Exchanging Shareholder shall be satisfied out of such shareholder's proportionate interest of the Escrow Fund set opposite such Exchanging Shareholders' name in Schedule 1 (the PROPORTIONATE INTEREST) until such Proportionate Interest is exhausted. SCM and Shuttle each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Closing Date, which if resolved at the Closing Date would have led to a reduction in the aggregate Transaction Consideration. SCM shall not be entitled to receive any disbursement with respect to any Loss under Section 7.2(a) arising in respect of any individual occurrence or circumstance unless the amount of the Loss arising in respect of all such occurrences or circumstances in the aggregate exceeds a $100,000 level; provided, however, that in the event the aggregate Losses of SCM under Section 7.2(a) shall exceed $100,000, then SCM shall be entitled to recover from the Escrow Fund the total of its Losses including any amounts below the $100,000 level for each such occurrence or circumstance.
Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale of the Shares shall be deposited with the Escrow Agent. The Escrow Agent shall hold, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested.
Escrow Fund. 16 5.2 Indemnification..............................................................................16 5.3
Escrow Fund. “Escrow Fund” shall mean the escrow fund established pursuant to the Escrow Agreement.
Escrow Fund. At any time after an Event of Default (as defined in the Lease) has occurred, or if a Credit Rating Downgrade has occurred, Borrower must pay or must cause Tenant to pay to Lender the Tax and Insurance Reserve Fund Payment due under the Lease. In addition, during any period that Borrower is required to maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay monthly to Lender, for deposit into the Escrow Fund, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due on such Policies. Borrower pledges to Lender any and all monies now or hereafter deposited in the Escrow Fund as additional security to pay the Debt subject to Tenant's right to such monies, if any, as set forth in subparagraph 13(e) of the Lease. Lender will apply the Escrow Fund to pay Taxes and Insurance Premiums required to be paid pursuant to Sections 4.01 and 4.02 hereof. If the amount of the Escrow Fund exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.01 and 4.02 hereof, Lender will either return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient, in Lender's judgment, to pay when due the Taxes and Insurance Premiums, Borrower must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up the deficiency. Subject to Tenant's rights set forth in subparagraph 13(e) of the Lease, if an Event of Default exists, Lender may apply any sums then on deposit in the Escrow Fund to pay the following items in any order in its sole discretion:
(i) Taxes and Impositions and Insurance Premiums;
(ii) Interest on the unpaid principal balance of the Note;
(iii) Amortization of the unpaid principal balance of the Note; or
(iv) All other sums payable pursuant to the Loan Documents, including, Protective Advances made by Lender. Until expended or applied as above provided, any amounts in the Escrow Fund will constitute additional security for the Debt. The Escrow Fund will not constitute a trust fund and may be commingled with other monies held by Lender. No earnings or interest on the Escrow Fund will be payable or credited to Borrower, except in the case of a Credit Rating Downgrade interest shall be disbursed according to the terms of the...
Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.
Escrow Fund. (a) If a Triggering Event shall have occurred and be continuing, Borrower shall pay to Administrative Agent on each Payment Date (a) one twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Administrative Agent to be payable, during the next ensuing twelve (12) months and (b) if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 5.1 hereof, one twelfth of an amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage afforded by the policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the amounts in (a) and (b) above shall be called the “Escrow Fund”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and insurance premiums of which it has obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to Section 2.6(a) shall be added together and shall be paid as an aggregate sum by Borrower to Administrative Agent. Administrative Agent will apply the Escrow Fund to payments of Property Taxes and insurance premiums (to the extent such premiums are required to be escrowed hereunder) required to be made by Borrower pursuant to Sections 9.14 and 5.1 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Property Taxes and insurance premiums pursuant to Sections 9.14 and 5.1 hereof, Administrative Agent shall, at Borrower’s election, credit such excess against future payments to be made to the Escrow Fund or deposit such excess funds into the Sweep Account. In allocating such excess, Administrative Agent may deal with the person shown on the records of Administrative Agent to be the owner of the Property. If at any time prior to a Triggering Event Termination Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in (a) and (b) above...
Escrow Fund. 11 Section 3.6
Escrow Fund. (a) Concurrent with the Closing and pursuant to Section 2.1(d), Purchaser shall deposit with the Escrow Agent the Escrow Amount to establish an escrow fund (the “Escrow Fund”) to serve as collateral and security for the rights of Purchaser and the other Purchaser Indemnitees hereunder, pursuant to the terms of this Agreement and an escrow agreement in the form of Exhibit F (the “Escrow Agreement”), which provides, among other things, for payments, as necessary, to secure the rights of the Purchaser Indemnitees as set forth in Article VIII. The Escrow Amount shall be held, administered and released by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. Purchaser shall pay the administrative fees and costs of establishing and maintaining the Escrow Fund, save that pursuant to Section 3.1 of the Escrow Agreement, the Sellers’ Representative and Purchaser have agreed that the indemnification obligation therein shall be shared fifty percent (50%) by Purchaser and fifty percent (50%) by the Sellers’ Representative.
(b) All amounts in the Escrow Fund shall be released to the Sellers’ Lawyers, for distribution by the Sellers’ Lawyers to the Sellers, on the Expiration Date in accordance with the Escrow Agreement; provided, that if, and to the extent that, at 5.00 p.m. Dublin Time on the Expiration Date, one or more claims for indemnification shall have been made by Purchaser Indemnitees in accordance with Section 8.1(f), Section 8.2 or Section 8.6 and remain outstanding against the Sellers under this Agreement (save in relation to any vexatious or frivolous claims made by Purchaser which have not been made in good faith) (“Unsatisfied Claims”), Purchaser and the Sellers’ Representative shall promptly and jointly instruct the Escrow Agent to immediately pay to the Sellers’ Lawyers, for distribution by the Sellers’ Lawyers to the Sellers, all amounts then held in escrow less the amount (if any) agreed to by the Sellers’ Representative and Purchaser as being a reasonably sufficient amount to be retained in the Escrow Account to cover any potential payments to be made in respect of all Unsatisfied Claims (which, in the absence of agreement within 30 days of the notification of any Unsatisfied Claim to the Sellers’ Representative, shall be the full amount of such Unsatisfied Claim); provided further, however, that no amount may be withheld in the Escrow Fund for any Unsatisfied Claim if legal proceedings in respect of such Unsatisfi...
Escrow Fund. (a) The Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article IX. Except as set forth below, the period during which claims for Losses to be recovered from the Escrow Fund may be made under this Agreement shall commence at the Closing and terminate on the date that is eighteen (18) months after the Closing Date (the “Escrow Period”).
(b) No later than five (5) Business Days after the end of the Escrow Period or the date a Subsequent Escrow Release Amount is due to the Indemnifying Parties pursuant to Section 9.5(c), the Securityholder Representative shall deliver to Buyer an updated version of the Closing Payment Spreadsheet (each, an “Escrow Release Payment Spreadsheet”) within five (5) Business Days after such date in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein. The Escrow Release Payment Spreadsheet shall set forth the following information in reasonable detail:
(i) all information specified in Sections 2.3(a)(i)-(iv) inclusive, as updated to reflect the release of the Initial Escrow Release Amount or Subsequent Escrow Release Amount, as applicable; and
(ii) the amount of any portion of the Initial Escrow Release Amount or Subsequent Escrow Release Amount, as applicable, payable to each Company Securityholder in accordance with the terms of the Governing Documents.
(c) No later than five (5) Business Days after Buyer receives the Escrow Release Payment Spreadsheet, the remaining portion of the Escrow Amount, less any amount of actual Losses or Losses estimated in good faith, if possible, in respect of any resolved claims that have yet to be satisfied or any unresolved and pending claims specified in any Officer’s Certificate (the “Unresolved Claims”) delivered to the Escrow Agent and the Securityholder Representative in accordance with Section 9.5 on or prior to the end of the Escrow Period (the “Initial Escrow Release Amount”), shall be distributed to the Indemnifying Parties in accordance with the terms of the Escrow Agreement and the Escrow Release Payment Spreadsheet.
(d) In the event that there exist Unresolved Claims as of the expiration of the Escrow Period, as soon as each such Unresolved Claims has been resolved, the Escrow Agent shall promptly, and in any event within fiv...