Escrow Payment. (a) EBIDTA shall be determined upon receipt of a combined audited income statement of Seller for the current fiscal year beginning on January 1, 2002 and ending on the date of the Closing without giving effect to the transactions contemplated by this Agreement and of Purchaser beginning on the date of the Closing and ending on December 31, 2002 (the "Audited Financials"). Purchaser shall maintain separate books and records for the operations of Purchaser for the fiscal year ending December 31, 2002 for purposes of calculating EBITDA and shall not combine the results of operations of Charlotte during 2002. Seller's Financial Statements shall be audited by Grant Thornton, LLP. Seller sxxxx xxxx xxx right to consult with Parent's management and review the calculation of EBITDA. If Seller disagrees with the calculation or any calculation of an Earn-Out under Section 4.03, it may communicate its disagreement with Grant Thornton, LLP whose detxxxxxxxxxx, xxde prior to the date Parent files any report with the SEC, shall be conclusive. If EBITDA is:
Escrow Payment. Evidence of payment of the Escrow Payment to the Escrow Agent;
Escrow Payment. (a) Simultaneously with the delivery of the consents by the Consenting Shareholders (as defined in the Merger Agreement) (the "Delivery Date"), Acquiror will deliver or cause to be delivered to Escrow Agent an irrevocable, direct pay letter of credit issued to Escrow Agent on behalf of Acquiror by (the "Initial Issuing Bank") in the amount of $75,000,000.00 (the "Escrow Payment"). If Acquiror fails to comply with the requirements of the preceding sentence, Acquiror will on the day immediately following the Delivery Date pay to the Escrow Agent in immediately available funds the sum of 2 $75,000,000.00. Acquiror, at its option and at its expense, may replace the Initial Letter of Credit (or any Replacement Letter of Credit) by delivery of another irrevocable, direct pay letter of credit in the amount of $75,000,000.00 issued by an institution that is reasonably acceptable to the Company, and in a form that is reasonably acceptable to the Company (any such other letter of credit being referred to herein as a "Replacement Letter of Credit"). Upon receipt of a Replacement Letter of Credit, Escrow Agent will surrender the replaced letter of credit to the issuing institution for cancellation. Any letter of credit held by the Escrow Agent at any time pursuant to this Agreement is referred to herein as the "Letter of Credit," and any institution that has issued such Letter of Credit is referred to herein as the "Issuing Bank".
Escrow Payment. The Escrow Agent shall release funds from a Note Series Escrow Account on the next business day, or as soon thereafter as the investments have matured and funds are available for distribution:
Escrow Payment. When the purchase price (of a single item or the aggregate purchase price of multiple items) totals $5,000 or greater, the Seller may require a down payment from the winning Buyer. This non-refundable fee will be 20% of the total purchase price. When the Seller exercises this option, the Buyer will have 48-hours from the time of issuance of the Buyers Certificate, to comply with this requirement. If Buyer fails to comply with this requirement within the stated time frame, the Seller can declare Buyer in default, bar them from further bidding and have them removed from the GovDeals system. If Buyer is in default, Seller may negotiate with next closest bidder, re-list at another auction and/or pursue all legal proceedings. All monies collected in escrow, will be deducted from total monies due at time of final payment.
Escrow Payment. As contemplated by paragraph 1, above, Xxxx Xxxx shall pay into escrow $25,000,000.00, pursuant to the terms of the Escrow Agreement.
Escrow Payment. A non-transferable, contingent right to distributions of funds (together with earnings thereon) to be held in one or more escrow accounts pursuant to the Escrow Agreement from and after the Effective Time, to secure purchase price adjustment obligations to Parent and indemnification obligations to the Parent Indemnified Parties (as defined in Section 8.02) attributable to such Company Common Unit, such distributions to be paid in accordance with Section 3.02 (the “Escrow Payment”).
Escrow Payment. A non-transferable, contingent right to distributions of Escrow Payment attributable to each such share of Company Common Stock, such distributions to be paid in accordance with Section 8.2.
Escrow Payment. The Escrow Payment shall have occurred or shall be occurring substantially contemporaneously with the Initial Draw, and none of the amounts so paid shall have been recovered from or required to be disgorged by any recipient thereof.
Escrow Payment. A confirmation of wire transfer of funds to Escrow Agent in an amount equal to the Escrow Amount due pursuant to Section 3.2.
