Common use of Escrowed Amount Clause in Contracts

Escrowed Amount. Upon the Closing, APCOA shall deliver, or shall cause to be delivered, directly to the escrow agent under the Escrow Agreement (the "Escrow Agent"), such amount of the cash portion of the Purchase Price (collectively with all interest and earnings thereon, the "Escrowed Amount"), to be held in an escrow account pursuant to the terms set forth herein and in an escrow agreement, substantially in the form attached as Exhibit B (the "Escrow Agreement"), which, together with the amount of an unconditional, personal guarantee from Myro▇ ▇. ▇▇▇▇▇▇▇▇▇ (▇▇ form to be agreed) for an amount of up to $5 million (the "Guarantee"), totals $10,000,000. The Escrowed Amount and the Guarantee shall be available to satisfy any obligations of Standard Owners pursuant hereto, including under Section 2.4 or Article XI (it being understood and agreed, however, that Standard Owners shall promptly replenish any amount drawn against the Escrowed Amount, and any such amount shall not reduce the aggregate liability under the Guarantee, in respect of any obligation other than the indemnification obligations of Article XI (other than in respect of a breach of the representations and warranties contained in Sections 3.1(a)(i) and 3.2), so that the full Escrowed Amount and Guarantee shall be available to satisfy such indemnification obligations). Payments to APCOA from the Escrowed Amount or under the Guarantee shall be treated as reductions in the Purchase Price. The Escrowed Amount and payments on the Guarantee, or portions thereof, shall be paid to APCOA, or, in the case of the Escrowed Amount, to Standard Owners, from time to time as provided for and in accordance with Articles X and XI and in the Guarantee and the Escrow Agreement.

Escrowed Amount. Upon the Closing, APCOA shall deliver, or shall cause to be delivered, directly to the escrow agent under the Escrow Agreement The sum of Six Hundred Fifty Thousand Dollars (US$650,000.00) (the "Escrow Agent"), such amount of the cash portion of the Purchase Price (collectively with all interest and earnings thereon, the "“Escrowed Amount"), to ”) shall be held in an escrow account pursuant to jointly by the terms set forth herein two law firms of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and in an escrow agreement, substantially in the form attached as Exhibit B (the "Escrow Agreement"), which, together with the amount of an unconditional, personal guarantee from Myro▇ ▇. ▇▇▇▇▇▇▇▇▇ Dellelce LLP (▇▇ form to be agreedcollectively, the “Escrow Agent”) for payment of indemnification claims pursuant to Section 8.02 hereof, in accordance with an amount of up to $5 million (Escrow Agreement which shall be executed at the "Guarantee"), totals $10,000,000Closing substantially in the form set forth as Exhibit F hereto. The Escrowed Amount and the Guarantee Escrow Agreement shall be available to satisfy any obligations of Standard Owners pursuant hereto, including under Section 2.4 or Article XI (it being understood and agreed, however, provide that Standard Owners shall promptly replenish any amount drawn against the Escrowed Amount, and any such amount shall not reduce the aggregate liability under the Guarantee, in respect of any obligation other than the indemnification obligations of Article XI (other than in respect of a breach of the representations and warranties contained in Sections 3.1(a)(i) and 3.2), so that the full Escrowed Amount and Guarantee shall be available to satisfy such indemnification obligations). Payments to APCOA from the Escrowed Amount or under the Guarantee shall be treated 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 reductions 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 Purchase Priceresolution thereof, and the term of the escrow extended until such resolution. The Escrowed Amount and payments on Escrow Agreement shall provide for physical custody of said funds being held by the GuaranteeEscrow Agent, or portions thereof, but shall be paid to APCOA, or, in the case prohibit any disbursement of the Escrowed Amount, 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 Standard Owners, from time to time as provided for and in accordance with Articles X and XI and in the Guarantee and ultimate disposition of the Escrow Agreementprincipal thereof.