General Escrow. The Sellers and the Purchaser further agree to escrow on the Closing Date from the proceeds, One Million Dollars ($1,000,000) to be utilized by the Purchaser after the Closing for the satisfaction of the obligations and/or liabilities of the Sellers under this Agreement (the “General Escrow”). Claims against the General Escrow may only be made by Purchaser after which time as there has accrued or been asserted against or by Purchaser or any of its Affiliates, obligations and/or liabilities and/or Losses aggregating an amount exceeding Five Hundred Sixty Thousand Dollars ($560,000) (the “General Escrow Threshold Amount”). In calculating the General Escrow Threshold Amount, only individual claims and/or Losses in excess of Ten Thousand Dollars ($10,000) (the “Minimum Escrow Claim Amount”) may be aggregated to meet the General Escrow Threshold Amount; and after meeting the General Escrow Threshold Amount, claims and/or Losses against the General Escrow shall revert back to and start at Dollar One ($1) for all claims and/or Losses and the General Escrow shall be available for such purposes. Other than amounts and time periods as provided in this Section 6.14, such general escrow shall generally be consistent with the terms and conditions of the Deposit escrow as identified in Section 2.6(a). The term of the General Escrow shall be twenty-four (24) months subsequent to Closing (the “General Escrow Period”), subject to adjustment as hereinafter provided. If at the end of the first twelve (12) months of the General Escrow Period, no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty percent (50%) of the General Escrow shall be released to Sellers; if after the next six (6) month period no individual claim or Loss against or by the Purchaser has been made equal to or greater than the Minimum Claim Amount, then fifty (50%) of the balance remaining in the General Escrow shall be released to Sellers; and if at the end of the General Escrow Period there are any funds remaining in the General Escrow, and no claim or Loss against or by Purchaser has been made equal to or greater than the Minimum Claim Amount, such General Escrow shall be released to Sellers.
General Escrow. Agreement Section 4.3
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. At the Closing, the Buyer shall deposit the General Escrow Funds in an account (the “General Escrow Account) with XX Xxxxxx 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. 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. The General Escrow shall be available to compensate Parent and its affiliates for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively "Losses") that Parent or any of its affiliates has incurred or reasonably anticipates incurring by reason, directly or indirectly, of (i) the breach by the Company of any representation, warranty, covenant or agreement of the Company contained herein, or by reason of any misrepresentation by the Company made in or pursuant to Article II of this Agreement; (ii) Specified Liabilities not otherwise deducted in calculating the Cash Equity Amount on the Closing Date; (iii) bad debt expenses, product returns and state taxes, each in excess of the amounts reserved therefor on the Company's Closing Date balance sheet; (iv) any amounts required to be paid in connection with amounts owed to the Company and forgiven in connection with the Merger; (v) all Losses related to the Company's 401(k) plan and amounts 44 otherwise required to correct the Operational Defects (as defined in Section 7.2(e)) with respect thereto; (vi) all amounts payable to Thomxx Xxxxxxx, Xxonxxx Xxxxx xx Marc Xxxxxx xx connection with their respective consulting arrangements with the Company; and (vii) any investment bank fees or expenses in excess of $12,500 payable in connection the Company's abandoned IPO (all such amounts being "General Losses"). General Losses shall also include, without limitation, Litigation Matter Losses (defined below) and any amounts which the parties have specifically agreed in writing constitute amounts for which indemnity under Article VII is available.
General Escrow. 5. If by the First General Escrow Release Date, no Notice of Claim has been given by the Buyer to the Seller in respect of a Shareholder Indemnity Claim, the parties shall as soon as reasonably practicable instruct the Escrow Agent to pay the First General Escrow Release Amount out of the Escrow Account on the First General Escrow Release Date to the Seller’s Solicitors’ Account or such other account as the Seller may notify to the Buyer.
General Escrow. Buyer and Shareholder agree that Buyer shall receive $1,793,320 from the General Escrow Account and the Shareholder shall receive any additional amounts in the General Escrow Account. Simultaneously with the execution and delivery of this Agreement, Buyer and Shareholder shall execute and cause to be delivered to the Escrow Agent a joint letter of direction instructing the Escrow Agent to disburse the funds on deposit in the General Escrow Account in accordance with the foregoing sentence.
General Escrow. Subject to Section 12.2, upon the Closing, that number of shares of Search Common Stock to be delivered pursuant to Section 1.3 of the Merger Agreement to or for the account of the Stockholders having a value, based on the Valuation Period Market Value, equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Escrow Fund") shall be delivered to the Escrow Agent to be held by the Escrow Agent pursuant to the Escrow Agreement, a copy of which is attached as Schedule 12.1. The parties hereto, and the Escrow Agent, shall execute the Escrow Agreement at Closing. The portion of the Escrow
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'
