Escrowed Amount. The Buyers have deposited Fifty Thousand Dollars ($50,000) (the "Escrow Amount") into an escrow account with Xxxxxx X. Xxxxxxx, P.C. The Escrow Amount shall be held for the benefit of the Buyers until the Closing. The Escrow Amount shall be distributed to the Sellers at the Closing (as defined below) and shall be considered a portion of the Purchase Price (as defined below). If this Agreement is terminated, if the Sellers fail to satisfy a condition precedent to the Buyers obligation to close or if for any other reason the Closing does not occur (other than due to the Buyers breach of any material provision of this Agreement), then the Escrow Amount shall immediately be returned to the Buyer Representative (as defined below) or to an account designated in writing by the Buyer Representative. If this Agreement is terminated as the result of the Buyers' breach of a material provision of this Agreement, then the Escrow Amount may be released to the Sellers in satisfaction of any claims that the Sellers may have against the Buyers for such material breach.
Escrowed Amount. The sum of Six Hundred Fifty Thousand Dollars (US$650,000.00) (the “Escrowed Amount”) shall be held in escrow jointly by the two law firms of Xxxxx & Xxxxxxxx LLP and Xxxxxxxxx Dellelce LLP (collectively, the “Escrow Agent”) for payment of indemnification claims pursuant to Section 8.02 hereof, in accordance with an Escrow Agreement which shall be executed at the Closing substantially in the form set forth as Exhibit F hereto. The Escrow Agreement shall provide that the Escrowed Amount shall be held for twelve (12) months from the Closing Date; provided that, on the date which is ninety (90) Business Days following the Closing Date, the sum of One Hundred Fifty Thousand Dollars (US$150,000.00), less any amount then or previously claimed for indemnification pursuant to Section 8.02 hereof (whether paid or pending, and whether resolved or in dispute) shall be returned to Sellers or their successors and permitted assigns pro rata in accordance with the allocation described in Section 3.02, or as they otherwise may direct, and the Escrowed Amount shall be reduced thereby. In the event that a Claim is made pursuant to Section 8.02 hereof, then the amount so claimed shall be held in escrow until the resolution thereof, and the term of the escrow extended until such resolution. The Escrow Agreement shall provide for physical custody of said funds being held by the Escrow Agent, but shall prohibit any disbursement of the Escrowed Amount other than with the written consent of the parties or an order of a court of competent jurisdiction. Interest upon the Escrowed Amount shall be allocated in proportion to the ultimate disposition of the principal thereof.
Escrowed Amount. In addition to the other limitations on indemnification set forth herein, the Buyer shall first seek a remedy from the Escrowed Amount pursuant to the Escrow Agreement with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from any Sellers. On August 31, 2012 (the “Release Date”), as provided in the Escrow Agreement certain amounts held in escrow will be released to the Sellers and Phantom Plan Participants, and thereafter any remaining amounts will be distributed to Buyer Indemnified Persons, the Sellers or Phantom Plan Participants as provided in the Escrow Agreement. As set forth in more detail in the Escrow Agreement, the Escrow Agent shall distribute to each Seller its Combined Percentage thereof, in each case less any amount that has previously been paid to the Buyer from the Escrow Amount on account of indemnity claims against such Seller pursuant to Section 9.1(a)(iii) or (iv), and as provided in the Phantom Plan Payment Agreement will remit to each Phantom Plan Participant its Combined Percentage thereof. As set forth in more detail in the Escrow Agreement, promptly as practicable following the resolution of each pending indemnification claim which was outstanding as of the Release Date (other than claims solely against one Seller arising under Section 9.1(a)(iii) or (iv), in which case after the resolution of the pending indemnification claim any related portion of the Escrowed Amount that is not released to the Buyer will be released solely to the applicable Seller), the Escrow Agent shall distribute to each Seller and each Phantom Plan Participant its Combined Percentage of the excess, if any, of (a) the amount so withheld with respect to such pending indemnification claim as of the Release Date, over (b) the amount used to satisfy the indemnification obligation of the Sellers pursuant to this Article IX and Phantom Plan Participant pursuant to the Phantom Plan Payment Agreement with respect to such pending indemnification claim.
Escrowed Amount. At Closing, Buyer shall deposit and deliver to Escrow Agent, Eight Hundred Eighty-One Thousand Sixty Eight Dollars ($881,068) in cash, (the "Escrowed Amount"), payable by wire transfer of immediately available U.S. federal funds to a bank account or accounts designated in writing by Escrow Agent, to be held by the Escrow Agent for a period not to exceed twelve (12) months from the date hereof, and released in accordance with the terms set forth in the Escrow Agreement.
Escrowed Amount. At the Closing:
Escrowed Amount. Purchaser will withhold the “Escrowed Amount” as security for breaches of representations, covenants, warranties or agreements included in this Agreement. Purchaser will remit the Escrowed Amount to Sellers, subject to existing or resolved claims for breaches, and offsets or credits relating to this Agreement pursuant to Section 2.3 below, by wire transfer to Sellers’ designated account(s) no later than 12 months after the Closing Date.
Escrowed Amount. As to $1,000,000 of the Purchase Price, by depositing that amount (the “Escrowed Funds”) with the Escrow Agent under the Escrow Agreement at Closing, in trust, by wire transfers, according to the information and instructions provided to the Buyer by the Escrow Agent, or by certified cheques drawn on, or banker’s drafts issued by, a Canadian financial institution payable to, or to the order of, the Escrow Agent in immediately available funds, to be released by the Escrow Agent in accordance with the Escrow Agreement.
Escrowed Amount. The Buyer has deposited $25,000 (the "Escrow Amount") into escrow with the Buyer's counsel (the "Escrow Agent"). The Escrow Agent shall hold the Escrow Amount in trust for the benefit of the Buyer until the Closing, as defined. The Escrow Amount shall be distributed to the Seller at the Closing as the Purchase Price. If this Agreement is terminated, if the Seller fails to satisfy a condition precedent to the Buyer's obligation to close or if for any other reason the Closing does not occur (other than due to the Buyer's breach of any material provision of this Agreement), then the Escrow EXHIBIT 1.1-3 Agent shall immediately return the Escrow Amount to the Buyer. If this Agreement is terminated as the result of the Buyer's breach of a material provision of this Agreement, then the Escrow Amount may be released to the Seller in satisfaction of any claims that the Seller may have against the Buyer for the material breach.
Escrowed Amount. As security for the indemnification obligations of the Sellers pursuant to Article IX, the "Escrowed Amount" (as defined below) will be delivered by Parent and Purchasers to the Escrow Agent at Closing, to be held, administered and disbursed by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 1.03(b) attached hereto (the "Escrow Agreement"). As used herein, the term "Escrowed Amount" means $600,000.00, subject to increase or decrease post-Closing by deposit or withdrawal, as applicable, to reflect ten percent (10%) of the cash portion of the Purchase Price, as adjusted pursuant to Section 1.06.
Escrowed Amount. Section 2.2..............9
