Escrow Holdback. In the event any part or all of the consideration payable to the Company or its stockholders in connection with a Trigger Event is paid into escrow or subject to holdback provisions, a portion or all of the Cash Bonus payable to Executive shall similarly be subject to such escrow or holdback provisions, in the same percentage as the escrowed amount relates to such total consideration. Thus, if 2% of the consideration payable to the Company (or its stockholders) in the Trigger Event is placed in escrow, then 2% of the Cash Bonus shall be placed the Company into escrow; the portion of the Cash Bonus so escrowed shall be paid to Executive only if and to the extent the escrowed or withheld Trigger Event consideration is released and paid to the Company (or its stockholders, as applicable). The terms of any Trigger Event escrow or holdback provisions shall govern the terms of the Company's right to withhold a portion of the Cash Bonus provided hereby.
Escrow Holdback. At the Closing, Seller shall deliver to Escrow Agent an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash (the “Holdback Amount”) or instruct Escrow Agent to retain the Holdback Amount from the sale proceeds which would otherwise be disbursed to Seller (such cash, the “Holdback”). The Holdback shall be security for any claims made by Buyer with respect to Seller’s liability after the Closing Date for breaches of any Seller representations, and shall be held by Escrow Agent pursuant to the terms of an escrow agreement in form attached as Exhibit Q hereto (the “Surviving Escrow Agreement”). Seller, Buyer and Escrow Agent shall execute and deliver the Surviving Escrow Agreement at the Closing. Following the Closing and the funding of the Holdback Amount, Seller shall have the right to assign all of its right, title and interest in and to the Surviving Escrow Agreement in accordance with the terms thereof. Following final determination or settlement of the amount of any costs, liabilities, damages or expenses for which Seller is liable in respect of any breach of any Seller representations, Seller and Buyer shall jointly execute a written instruction to the Escrow Agent setting forth the aggregate amount in dollars of the applicable loss that the Escrow Agent is required to disburse funds from the Holdback. From time to time, the Escrow Agent will disburse funds from the Holdback to Buyer or Seller or its designee, as applicable, as Escrow Agent may be directed in joint written instructions of Seller and Buyer or as directed by court order. In the event that there have been no claims asserted by Buyer prior to the last day of the Survival Period (as hereinafter defined) (time being of the essence as to such date), Escrow Agent shall automatically disburse the Holdback as directed by Seller on the first business day after the expiration of the Survival Period. In the event that there have been claims asserted by Buyer prior to the end of the Survival Period which in the aggregate (together with the amount of any previously resolved post-closing claims) are equal to or greater than the Floor but are less than the amount of the Holdback, then, upon the expiration of the Survival Period, Escrow Agent shall continue to hold an amount of the Holdback equal to the aggregate amount so claimed by Buyer, and the balance shall be disbursed as directed by Seller. The provisions of this Section 10 shall survive the Closing.
Escrow Holdback. At Closing, a portion of the Purchase Price equal to One Hundred Thousand Dollars ($100,000) (the “Holdback”) shall remain in escrow (the “Holdback Escrow”) with the Escrow Holder, pursuant to the terms of the “Holdback Agreement” attached hereto as Exhibit A and incorporated herein by this reference, which the parties will execute and deliver to Escrow at Closing. Any disbursement of the Holdback to Buyer in accordance with the Holdback Agreement shall result in a reduction of the Purchase Price. Notwithstanding the foregoing, for convenience the parties agree that the Purchase Price inclusive of the Holdback shall be the sum reported for purposes of calculating transfer taxes and value of the Property at Closing
Escrow Holdback. (a.) Pursuant to the terms of a mutually acceptable Escrow Holdback Agreement for a term of three and one-half (3 ½) years entered into by Sellers and Purchasers (the “Escrow Holdback Agreement”), Sellers will deposit on the Closing Date into escrow an amount equal to the Maximum Indemnity Amount (the “Escrow Holdback Deposit”) as security for (a) any OTA Claims of New Operators, (ii) any OTA Post-Closing Adjustments and (c) any indemnity obligations or liabilities of Sellers of any kind whatsoever under this Agreement to Purchasers or the New Operators (such OTA Claims, OTA Post-Closing Adjustments and any indemnity obligations or liabilities of Sellers of any kind whatsoever under this Agreement are collectively referred to hereinafter as “Sellers’ Surviving Liabilities”).
Escrow Holdback. On the Closing Date, Seller shall deposit in an interest-bearing escrow account with the Title Company the total sum equal to Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Escrow Holdback”). The Escrow Holdback shall be held by the Title Company and distributed in accordance with the terms of an escrow holdback agreement to be entered into by and among the Seller, Buyer and New Operator (the “Escrow Holdback Agreement”). The purpose of the Escrow Holdback shall be to provide Buyer and New Operator with readily available funds for satisfaction of all payment of any amounts due with respect to any of the Seller’s indemnification obligations pursuant to this Agreement and to New Operator under the OTA, in all instances made before the three (3) year anniversary of the Closing Date (the “Escrow Release Date”). On the first-year anniversary of the Closing Date, a portion of the Escrow Holdback shall be released to Seller such that the balance of the funds remaining in the Escrow Holdback shall be equal to Two Hundred Thousand Dollars ($200,000.00). On the second-year anniversary of the Closing Date, a portion of the Escrow Holdback shall be released to Seller such that the balance of the funds remaining in the Escrow Holdback shall be equal to One Hundred Thousand Dollars ($100,000.00). On the Escrow Release Date, the Title Company shall deliver to Seller all amounts remaining in the Escrow Holdback, provided that on such date there does not exist a pending or unresolved Escrow Claim, in which event the amount of such pending or unresolved claim shall remain in the Escrow Holdback until paid to either Seller, Buyer or New Operator in connection with the resolution of such claim.
Escrow Holdback. Seller and Buyer agree to a holdback of funds in the Escrow at Closing, in accordance with the following terms and conditions:
Escrow Holdback. (a) Pursuant to the terms of a mutually acceptable Escrow Holdback Agreement for a term of three and one-half (3 ½) years entered into by Purchasers, OWNERS and NEW OPERATORS (the “Escrow Holdback Agreement”), OWNERS will deposit on the Closing Date into escrow an amount equal to the Maximum Indemnity Amount (as defined in the Asset Purchase Agreement) (the “Escrow Holdback Deposit”) as security for (i) any OTA Claims (as defined in the Asset Purchase Agreement) of Purchasers or NEW OPERATORS, (ii) any OTA Post-Closing Adjustments (as defined in the Asset Purchase Agreement) and (iii) any indemnity obligations or liabilities of OWNERS of any kind whatsoever under this Agreement or the Asset Purchase Agreement to Purchasers or the NEW OPERATORS (such OTA Claims, OTA Post-Closing Adjustments and any indemnity obligations or liabilities of OWNERS of any kind whatsoever under this Agreement or the Asset Purchase Agreement are collectively referred to herein as “OWNERS’ Surviving Liabilities”). The Escrow Holdback Agreement referenced in this Agreement is one and the same agreement as the Escrow Holdback Agreement referenced in the Asset Purchase Agreement. The parties hereto acknowledge and agree that the Escrow Holdback Deposit referenced in this Agreement and the Asset Purchase Agreement is a single escrow holdback deposit which is 10370946.3 31 intended to secure any claims by Purchasers or NEW OPERATORS for OWNERS’ Surviving Liabilities under this Agreement or Sellers’ Surviving Liabilities (as defined in the Asset Purchase Agreement) under the Asset Purchase Agreement.
Escrow Holdback. At the Closing, there shall be withheld from the proceeds of the Purchase Price payable to the Seller and to the seller under the Phoenix Capital Transaction (as defined in paragraph 2.4(e) below) and maintained in Escrow for a period of twenty-four (24) months from the Closing, the sum of Three Million Five Hundred Thousand and No/I 00 Dollars ($3,500,000.00) (the “Holdback Funds”). Purchaser shall be entitled to draw upon the Holdback Funds to compensate Purchaser for: (1) any loss or damage in excess of Fifty Thousand and No/100 Dollars ($50,000.00) suffered as a result of: (a) the breach by the Seller of the representations and warranties set forth in this Agreement; or (b) any variance between: (i) the financial condition of SCWC at the Closing from the financial condition represented on the balance sheet forecast (as the same may be adjusted pursuant to paragraph 2.3(b) above) attached to this Agreement as Schedule 3.4(a); or (ii) the financial condition of PVUC at the Closing from the financial condition represented on the balance sheet forecast (as the same may be adjusted pursuant to paragraph 2.3(b) above) attached to this Agreement as Schedule 3.4(b) or (iii) the presence of off-balance sheet liabilities or lease obligations not disclosed on the Schedule of Liabilities and Lease Obligations attached to this Agreement as Schedule 3.11; (2) any loss or damage suffered as a result of a failure of the Facilities to have achieved Operational Status up to a maximum of $750,000 and only until the Facilities have achieved Operational Status; or (3)
Escrow Holdback. Buyer and Seller agree that upon the Closing, $ of the purchase price under the Agreement (the “Holdback Amount”) shall not be released to Seller but shall instead be deposited into an escrow account with Escrow Agent. Escrow Agent shall not comingle the Holdback Amount with any other funds. The Holdback Amount: ☐ shall be invested by Escrow Agent in an interest-bearing account ☐ shall not be invested by Escrow Agent in an interest-bearing account
Escrow Holdback. Three (3) originals of the Escrow Holdback Agreement, duly executed by Buyer;
