General Escrow Fund i. Provided that SELLER does not elect to fund the following escrow amounts with a General Letter of Credit as provided below, the Closing Agent shall hold in escrow (if Closing Agent is also the Escrow Agent) or deliver to Escrow Agent (if Escrow Agent is not the Closing Agent) the following amount at Closing (which shall be paid out of the Purchase Price): cash in an amount equal to FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00) (the “General Escrow Fund”), which General Escrow Fund, if cash, shall be paid by wire transfer of immediately available funds to an interest bearing account designated by an Escrow Agent. The General Escrow Fund shall not be used for any purposes other than those set forth in Section 10.b.ii.
General Escrow Fund. If, on the General Fund Termination ------------------- Date, there is any amount of the General Escrow Fund remaining undisbursed and not subject to an Indemnification Notice received by the Escrow Agent, the Escrow Agent shall disburse (a) to the Xxxxxxx Shareholders in accordance with each Xxxxxxx Stockholder's Proportionate Interest (rounded to the nearest whole share) (upon receipt of proper stock certificates from Buyer's transfer agent) Escrowed Shares, (b) to the Xxxxxxx Shareholders in accordance with each Xxxxxxx Stockholder's Proportionate Interest (rounded to the nearest whole cent) an amount equal to (1) the excess of $1,700,000 over the aggregate amount of all cash distributions and other cash amounts paid from the General Escrow Fund (including, without limitation, all cash General Escrow Payouts), plus (2) interest on all amounts in the General Escrow Fund to the extent actually earned up to the Federal short-term rate (as defined in Section 1274(d) of the Code) for the period beginning on the date hereof and ending on the General Fund Termination Date and (c) to Buyer, an amount equal to the interest on all amounts in the General Escrow Fund to the extent such interest exceeds the amount of interest calculated pursuant to subclause
General Escrow Fund. At the effective time of Merger I, a portion (valued at an aggregate of $15,000,000 at the closing of Merger I) of the shares of Borland common stock and cash to be received by TogetherSoft stockholders in the Mergers will be deposited in escrow (the “General Escrow Fund”) with the Escrow Agent to serve as security for the indemnification obligations of TogetherSoft under Section 10.2(a) of the Merger Agreement. TogetherSoft stockholders that receive Merger Consideration are required to indemnify, severally (and not jointly) in proportion to their original contribution to the General Escrow Fund, Borland and certain affiliated persons (the “Indemnitees”) against: • any inaccuracy in or breach of any representation or warranty set forth in the Merger Agreement (without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated in such representation or warranty or to any update to the disclosure schedule delivered by TogetherSoft to Borland prior to the closing); • any breach of any covenant or obligation of TogetherSoft to Borland or either Merger Sub; • certain liabilities arising out of license agreements to which TogetherSoft or its subsidiaries are a party that provide for less than $50,000 annual payments on a per customer basis; • certain liabilities arising out of the failure of TogetherSoft’s software to perform in accordance with product specifications; • certain liabilities arising out of any “virus” or other code designed or intended to disrupt, damage or destroy TogetherSoft’s software; • certain liabilities arising out of TogetherSoft’s Russian or Czech operations; • certain liabilities associated with the loss of tax deduction due to the application of Section 280G of the Code; and • any legal proceeding relating to any inaccuracy or breach of the type referred to above (including any legal proceeding commenced by the Indemnitees for the purpose of enforcing any of its rights under Section 10 of the Merger Agreement). The portion of the General Escrow Fund that is not the subject of an unresolved claim for damages will be released to the Indemnitors within five business days after the date that is 18 months after the closing date of Xxxxxx X (the “General Escrow Termination Date”). In the event that there is an unresolved claim for damages (or a contested portion of such claim) on the General Escrow Termination Date, shares of Borland common stock and cash with a value equal to 110% of the unreso...
General Escrow Fund i. Provided that SELLER does not elect to fund the following escrow amounts with a General Letter of Credit as provided below, the Closing Agent shall hold in escrow (if Closing Agent is also the Escrow Agent) or deliver to Escrow Agent (if Escrow Agent is not the Closing Agent) the following amount at Closing (which shall be paid out of the Purchase Price): cash in an amount equal to ONE MILLION FOUR HUNDRED SEVENTY ONE THOUSAND EIGHT HUNDRED NINETY EIGHT AND NO/100 DOLLARS ($1,471,898.00) (the “General Escrow Fund”), which General Escrow Fund, if cash, shall be paid by wire transfer of immediately available funds to an interest bearing account designated by an Escrow Agent. The General Escrow Fund shall not be used for any purposes other than those set forth in Section 10.b.
General Escrow Fund. “General Escrow Fund” shall mean the escrow fund maintained by the escrow agent for the purposes of satisfying claims brought pursuant to Section 10.2(a) of the Agreement for the period of time and in accordance with the terms set forth in the Agreement and the Escrow Agreement.
General Escrow Fund. On August 1, 2011, Xxxxx.xxx shall deliver the General Escrow Amount to Computershare Trust Company, N.A. as escrow agent (the “Escrow Agent”), for deposit into an escrow account (the “General Escrow Account”) to be governed by the terms set forth herein and in the Escrow Agreement. The Escrow Fund shall be available to compensate Xxxxx.xxx pursuant to the indemnification obligations of SMG and the SMG Stockholders set forth in this Agreement. The parties agree to apply Proposed Treasury Regulation Section 1.468B-8 in determining the person who shall report any income or deductions related to the Escrow Fund. SMG, the Stockholder’s Agent and the SMG Stockholders shall use their respective commercially reasonably best efforts to provide the Escrow Agent with a certified tax identification number for each SMG Stockholder by arranging for the execution and return of a Form W-9 (or original Form W-8, in the case of non-U.S. persons) prior to the date on which any such allocation is made. The parties hereto acknowledge that in the event that an SMG Stockholder’s tax identification numbers are not certified to the Escrow Agent, the Escrow Agent may be required to withhold and pay to the appropriate Tax authorities any amount of cash in the General Escrow Fund that is required under applicable Tax law to be withheld and paid to the applicable Tax authority.
General Escrow Fund. To provide a fund against which an Indemnitee may assert claims of indemnification pursuant to Section 10.2(a) (an “Indemnification Claim”), at Closing Parent shall deposit ten percent (10%) of the Aggregate Stock Consideration (the “Escrow Shares”) and ten percent (10%) of the Aggregate Estimated Cash Consideration (together, the “General Escrow Amount”) with Citibank, N.A., 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. The General Escrow Amount and interest and other earnings payable on the cash portion thereon, shall be held and distributed in accordance with the Escrow Agreement. Each Escrowed Stockholder’s proportionate interest in the General Escrow Fund shall be based on such stockholder’s proportionate interest in the Aggregate Estimated Merger Consideration payable to holders of Company Capital Stock that it is entitled to receive pursuant to Article III. The Escrow Shares shall be registered in the name of the Escrow Agent for so long as they constitute part of the General Escrow Fund. For tax purposes, the parties agree to treat all payments made under this Article X as adjustments to the Aggregate Final Merger Consideration.
General Escrow Fund. The General Escrow Fund shall be available to compensate NAI and its Subsidiaries for (i) any claim, loss, expense, liability or other damage, including reasonable attorneys' fees, costs of investigation and disbursements in connection with any action, suit or proceeding, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively "LOSSES") that NAI and its Subsidiaries or any of their affiliates
General Escrow Fund. If, on the General Fund Termination ------------------- Date, there is any amount of the General Escrow Fund remaining undisbursed and not subject to an Indemnification Notice received by the Escrow Agent, the Escrow Agent shall disburse (a) (upon receipt of proper stock certificates from Buyer's transfer agent) Escrowed Shares to the Xxxxxxx Stockholders in accordance with each Xxxxxxx Stockholder's Proportionate Interest (rounded to the nearest whole share) and (b) the General Escrow Fund, if any, to the Xxxxxxx Stockholders in accordance with each Xxxxxxx Stockholder's Proportionate Interest (rounded to the nearest whole cent).
General Escrow Fund. Any payment of indemnification required to be made pursuant to Section 7.2 will be made exclusively out of the General Escrow Fund (as hereinafter defined) then held by the Escrow Agent. The "General Escrow Fund" shall mean the General Escrow Amount, as such sum may be decreased as provided in the Escrow Agreement and in this Article 7.
