General Escrow Clause Samples
The General Escrow clause establishes the requirement for holding certain funds, documents, or assets in a neutral third-party account until specified conditions of a contract are met. In practice, this means that a buyer's payment or a seller's deliverable is deposited with an escrow agent, who releases it only when both parties have fulfilled their contractual obligations, such as the completion of a service or delivery of goods. This clause serves to protect both parties by ensuring that neither side can access the escrowed items prematurely, thereby reducing the risk of non-performance or fraud.
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General Escrow. At the Closing, an amount equal to Six Million Two Hundred Thousand Dollars ($6,200,000) (the “General Escrow Amount”) of immediately available funds from the Initial Purchase Price shall be deposited by the Buyer to an escrow account (the “General Escrow”) with ▇▇▇▇▇ Fargo Bank, National Association (or such other institution mutually agreed upon by the parties) as escrow agent (the “Escrow Agent”), such deposit to constitute the general escrow fund (the “General Escrow Fund”), and the disposition of the General Escrow Fund will be governed by the terms of the escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). Subject to Section 2.5(c), on the first (1st) anniversary of the Closing Date (the “Initial Release Date”), all of the then remaining General Escrow Fund in excess of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at the relevant time received, from the General Escrow pursuant to the Escrow Agreement and (ii) with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior to the Initial Release Date, including the disputed portion of any such Claims (all of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to the Seller in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all of the General Escrow Fund related to such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow Agreement.
General Escrow. The escrow account consisting of the General Holdback -------------- Property to be established with and administered by the General Escrow Agent to secure the General Indemnification by the Shareholders.
General Escrow. Exchange Ratio Section 3.1(c) Merger Section 1.1 Noncompetition Agreements Section 9.2(k) Premiere SEC Reports Section 6.5(a) Specific Escrow Section 10.4 Specific Escrow Agreement Section 4.3
General Escrow. Agreement Section
General Escrow. At the Closing, the Buyer shall deposit the General Escrow Funds in an account (the “General Escrow Account) with ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. (the “Escrow Agent”) pursuant to an escrow agreement attached as Exhibit C, to secure the indemnification obligations of the Company Participating Equityholders under this Agreement. On the date that is 18 months after the Closing Date, the Buyer and the Indemnification Representative shall jointly instruct the Escrow Agent to release any remaining General Escrow Funds not otherwise subject to outstanding claims pursuant to Article IX hereof to the party or account designated by the Indemnification Representative for further distribution in accordance with Section 2.6(b).
General Escrow. Upon any repayment of the Notes (whether such repayment is made in cash or shares of NexMed Common Stock pursuant to the terms of such Note) prior to the one (1) year anniversary of the Closing, NexMed shall deposit with an escrow agent reasonably acceptable to NexMed and the Shareholder Representative (the “Escrow Agent”) a portion of the payment otherwise due to the holders of the Notes, pro rata in proportion to the original principal amount of the Notes held by such Note holders, with an aggregate value equal to (x) $3,250,000, less (y) the amount of all offsets made pursuant to Section 8.2(a) hereof (such net amount, the “General Escrowed Proceeds”). The Escrow Agent shall hold the General Escrowed Proceeds in escrow until the one (1) year anniversary of the Closing Date, at which time the Escrow Agent shall, in accordance with the terms of the escrow agreement to be entered into among the Escrow Agent, NexMed and the Shareholder Representative (the “General Escrow Agreement”), release the General Escrowed Proceeds, if any, remaining after payment or reserve as provided in the next sentence to the respective holders of the Notes. In the event that NexMed is entitled to indemnification from the Bio-Quant shareholders pursuant to Section 8.2(c) hereof, then NexMed may, upon written notice to the Shareholder Representative and the Escrow Agent, and subject to the dispute resolution mechanisms to be set forth in the General Escrow Agreement, direct the Escrow Agent to release and transfer to NexMed all or a portion of the General Escrowed Proceeds, pro rata in proportion to the original principal amount of the Notes held by each Note holder, having an aggregate value equal to the amount owed to NexMed pursuant to Section 8.2(c).
General Escrow. As soon as practicable after the Effective Time, (i) 5% of the Exchangeable Shares and (ii) 5% of the Parent Common Shares issuable to (a) the holders of Preferred Shares and (b) the holders of Common Shares who elect to receive Parent Common Shares at the Effective Time in lieu of Exchangeable Shares, pursuant to the Plan of Arrangement (collectively the "General Escrow Shares") shall be registered in the name of, and be deposited with Montreal Trust Company of Canada (or other institution selected by Parent with the reasonable consent of the Company) as escrow agent (the "Escrow Agent"), such deposit to constitute the General Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit 10.1 (the "Escrow Agreement"). The General Escrow Fund (but only up to a maximum of the value of the General Escrow Shares) shall be available to compensate Parent or a Subsidiary of Parent, including the Company, for any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense, reasonable legal fees and indemnification of directors and officers) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(i) any Breach of any representation or warranty made by the Company in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Disclosure Letter; or
(ii) any Breach by the Company of any covenant or obligation of the Company in this Agreement that is not waived on or prior to Closing. Such Damages described in this Section 10.1(a) are referred to herein as "General Damages."
General Escrow. 4 2.4 Arizona Litigation and Arizona Escrow........................6 2.5 Assets.......................................................7 2.6 Liabilities..................................................7
General Escrow. In the event that Sellers provide Escrow Agent and Buyer a General Escrow Dispute Notice as set forth in Section 4(b)(i) above, Buyer and Sellers shall attempt to resolve the dispute in good faith and by mutual agreement between authorized representatives, one each from Buyer and Sellers, within twenty (20) business days of Buyer's receipt of Sellers'
General Escrow. Upon receipt by the Escrow Agent on or before the last day of the General Escrow Period of a certificate signed by the Chief Executive Officer, the President, the Chief Financial Officer or the General Counsel of Parent (an "Officer's Certificate"):
(i) stating that General Damages exist in an aggregate amount greater than $100,000, and
(ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related (if applicable), the Escrow Agent shall, subject to the provisions of Article 10 hereof, deliver to Parent or as Parent directs out of the General Escrow Fund, as promptly as practicable, Exchangeable Shares or Parent Common Shares, the value of which is equal to the amount of the General Damages.