Holdback Escrow. Upon Closing, a portion of the Closing Payment in the amount equal to the “Post-Closing Escrow Funds” (as defined herein) shall be held in an escrow (the “Holdback Escrow”) by Escrow Holder pursuant to and in accordance with the terms of a Holdback Escrow Agreement by and among Buyer (or its assignee(s)), Existing Owner, the Other Existing Owners (as defined herein) and Escrow Holder in the form attached hereto as Exhibit K (the “Holdback Escrow Agreement”).
Holdback Escrow. A Holdback Escrow Agreement in the form attached hereto as Exhibit U (the “Holdback Escrow Agreement”).
Holdback Escrow. At Closing, Seller hereby --------------- agrees that Escrow Holder shall holdback from Seller's proceeds an amount ("Holdback Amount") equal to Two Million Five Hundred Thousand Dollars ($2,500,000), which Holdback Amount shall be held in an interest bearing escrow account ("Post-Closing Escrow") during the Survival Period. Upon the expiration of the Survival Period, provided written notice has not been given to Escrow Holder of a claim in connection with this Agreement or of the commencement of a legal action relating to such claim by Buyer, Escrow Holder shall promptly release the Holdback Amount to Seller. If however, any such claim has been brought, the Holdback Amount shall remain with Escrow Holder until such time as all such claims have been resolved; and the Holdback Amount, or portions thereof, shall be paid as directed by Seller and Buyer or a final, non-appealable court order and Escrow Holder shall make demand for payment of any letter of credit substituted for cash as the Holdback Amount in order to make such payment. The parties hereby agree that Seller may elect, at any time during the Survival Period, to substitute a letter of credit payable in multiple drafts at a bank or branch located in Chicago, Illinois, having a term of at least one year, payable only on condition that Escrow Agent sends a sight draft, the form and issuer of which letter of credit shall be reasonably acceptable to Buyer. Unless and until the letter of credit is released to Seller in accordance with this Section 10.17, if the letter of credit has not been renewed or replaced by a substitute letter of credit satisfying the requirements of this Section 10.17 at least sixty (60) days prior to its stated expiration, the Escrow Agent shall immediately demand full payment of the letter of credit, and the proceeds thereof then shall be held pursuant to this Section 10.17. The parties acknowledge and agree that Escrow Agent's obligations to demand and collect payment of the letter of credit shall be absolute and unconditional and shall remain unaffected by any written notice, contrary instruction or other protest by Seller. If such an election to substitute a letter of credit is made by Seller subsequent to the Closing, Seller shall deposit the letter of credit with Escrow Holder, Escrow Holder shall obtain written confirmation from Seller that the letter of credit satisfies the requirements of this Section 10.17, and thereafter, Escrow Holder shall promptly release the cash ...
Holdback Escrow. At Closing, Seller shall deposit $145,000 into a strict joint escrow with the Title Company by and among Seller, Purchaser and the Title Company (the"Holdback Escrow"), which shall be separate from the escrows described in Section 4.4 of the Sale Agreement. The cost of the Holdback Escrow, if any, shall be split equally by the parties.
Holdback Escrow. (a) Seller agrees that on the Closing Date ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) shall be deposited into an account with Escrow Agent (the “Escrow Account”) out of the proceeds of the sale of the Property, which funds shall be held in accordance with this First Amendment. All funds deposited with Escrow Agent pursuant to this First Amendment (and any interest earned thereon) are hereinafter referred to collectively as the “Holdback Funds”. Notwithstanding any language to the contrary herein, in no case shall Seller be responsible for any Alterations (defined below) work or payment thereof that may exceed the amount in the Escrow Account. If the Holdback Funds (and, therefore, the Escrow Account) is depleted, then Buyer shall be liable for any unreimbursed or unpaid Alterations work performed wit regard to the Property.
Holdback Escrow. In order to secure the indemnities provided by Seller and other obligations of Seller provided for herein, at Closing, Seller agrees to deposit into escrow with the Title Insurer in accordance with an indemnity escrow agreement (the “Holdback Escrow Agreement”) entered into by the parties TWO MILLION DOLLARS ($2,000,000.00) (the “Holdback Escrow Funds”) of the Purchase Price paid to it in an interest bearing account, which interest is to accrue to the benefit of Seller, for a period of fifteen (15) months from the Closing. The Holdback Escrow Funds shall be used to satisfy any entitlement of Buyer pursuant to this Agreement. The Holdback Escrow Funds, and any interest accrued thereon, shall be disbursed to Seller upon the expiration of fifteen (15) months from the Closing unless Buyer has made a claim for indemnification under this ARTICLE X and such claim is then outstanding.
Holdback Escrow. 56 Section 11.5. Exclusive Remedy.............................................................................56 ARTICLE XII MISCELLANEOUS......................................................................................56 Section 12.1. Amendment and Waiver.........................................................................56 Section 12.2. Expenses.....................................................................................56 Section 12.3. Public Disclosure............................................................................57 Section 12.4. Specific Performance.........................................................................57 Section 12.5. Assignment...................................................................................57 Section 12.6. Entire Agreement.............................................................................57 Section 12.7. Fulfillment of Obligations...................................................................57 Section 12.8. Parties in Interest; No Third Party Beneficiaries............................................57 Section 12.9. Schedules....................................................................................58 Section 12.10. Counterparts.................................................................................58 iii Section 12.11. Headings.....................................................................................58 Section 12.12. Notices......................................................................................58 Section 12.13. No Strict Construction.......................................................................59 Section 12.14. Governing Law................................................................................59 Section 12.15. Severability.................................................................................60 Section 12.16. Like-Kind Exchange...........................................................................60 LIST OF EXHIBITS EXHIBIT A ACQUIRED STATIONS EXHIBIT B ESCROW AGREEMENT EXHIBIT C HOLDBACK ESCROW AGREEMENT LIST OF SCHEDULES SCHEDULE 1.1 KNOWLEDGE PARTIES SCHEDULE 2.1(a) ACQUIRED STATION LICENSES SCHEDULE 2.1(b) TANGIBLE PERSONAL PROPERTY SCHEDULE 2.1(c) REAL PROPERTY SCHEDULE 2.1(l) NETWORK ASSETS SCHEDULE 2.5(a) CONTRACTS SCHEDULE 5.3(a) SELLERS' CONSENTS AND WAIVERS SCHEDULE 5.3(b) SELLERS' GOVERNMENTAL APPROVALS AND FILINGS SCHEDULE 5.4(a) OWNED REAL PROPERTY SCHEDULE 5.4(b) LEASED REAL PRO...
Holdback Escrow. Any amounts due and owing to the Purchaser pursuant to an Indemnity Claim shall be paid promptly out of the Holdback Deposit in accordance with the Holdback Escrow Agreement. Notwithstanding the termination of the Holdback Escrow Agreement or the full disbursement and/or release of the Holdback Deposit, Radio Unica and the Sellers shall remain liable for any Indemnity Claim as provided in this Article XI.
Holdback Escrow. At the Closing, the Buyer shall deposit (or cause to be deposited) an amount equal to the Holdback Amount with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms of the Holdback Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows:
Holdback Escrow. In order to secure the indemnities provided by Seller and other obligations of Seller provided for herein, at Closing, Seller agrees to deposit into escrow with the Title Insurer in accordance with an indemnity escrow agreement (the “Holdback Escrow Agreement”) entered into by the parties Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Holdback Escrow Funds”) of the Purchase Price paid to it in an interest bearing account, which interest is to accrue to the benefit of Seller, for a period of eighteen (18) months from the Closing. The Holdback Escrow Funds shall be used to satisfy any entitlement of Buyer pursuant to this Agreement.
