Holdback Escrow Account Sample Clauses

Holdback Escrow Account. For the purpose of securing Seller’s obligations pursuant to this Agreement and Companion Contract Seller pursuant to the Companion Contract, including with respect to Seller’s Representations and Companion Contract Seller’s Representations thereunder, and without limiting Seller’s obligations hereunder or Companion Contract Seller’s obligations under the Companion Contract, at the Closing, Buyer shall deliver to the Escrow Holder by wire transfer of immediately available funds to a non-interest-bearing account administered by the Escrow Holder the amount of ONE AND SEVENTY-FIVE HUNDREDTHS OF ONE PERCENT (1.75%) of the Purchase Price (the “Holdback Escrow Amount”), such Holdback Escrow Amount to be held in escrow until the expiration of the Survival Period and disbursed in accordance with the Holdback Escrow Agreement.
Sample 1
AutoNDA by SimpleDocs
Holdback Escrow Account. For the purpose of securing Seller’s obligations pursuant to this Agreement, including with respect to Seller’s Representations, and without limiting Seller’s obligations hereunder, at the Closing, Buyer shall deliver to the Escrow Holder by wire transfer of immediately available funds to an interest-bearing account administered by the Escrow Holder the amount of the Liability Cap (the “Holdback Escrow Amount”), pursuant to the Holdback Escrow Agreement. Following the expiry of the Survival Period, the Escrow Holder shall release to Seller the excess, if any, of any amount of the Holdback Escrow Amount in excess of the maximum amount of the pending good-faith indemnification claims outstanding pursuant to the terms and conditions of the Holdback Escrow Agreement.
Sample 1
Holdback Escrow Account. On the date hereof Purchaser is depositing with the Escrow Agent (A) three hundred thousand dollars ($300,000) in cash (the “Holdback Cash”), and (B) 214,286 shares of Series B Preferred Stock of Purchaser (the “Holdback Shares”) having an aggregate value of one million two hundred thousand dollars ($1,200,000). The number of Holdback Shares deposited in the Holdback Escrow Account at Closing may be adjusted upward or downward at Closing as a result of any Estimated Working Capital Adjustment; accordingly, the term “Holdback Shares” shall be deemed to refer to any such adjusted number of Holdback Shares deposited at Closing. Any Merger Shares deposited at Closing as the result of any Estimated Working Capital Adjustment shall be deemed “Additional Shares.” The Holdback Shares and any Additional Shares shall be issued in the names of the Selling Parties in accordance with the Distribution Percentages. The Escrow Agent agrees to accept delivery of the Holdback Cash, the Holdback Shares and any Additional Shares subject to the terms and conditions of this Agreement.
Sample 1
Holdback Escrow Account. For the purpose of securing Seller’s obligations pursuant to this Agreement, including with respect to Seller’s Representations, and without limiting Seller’s obligations hereunder, at the Closing, Buyer shall deliver to the Escrow Holder by wire transfer of immediately available funds to an interest-bearing account administered by the Escrow Holder the amount of the Liability Cap (the “Holdback Escrow Amount”), pursuant to the Holdback Escrow Agreement.
Sample 1
Holdback Escrow Account. On the Plan Effective Date, the Debtor or Reorganized Exide shall fund a holdback escrow account with cash equal to the aggregate holdback amount for all professionals, and such amounts shall be maintained in trust for the professionals with respect to whom fees have been held back pursuant to the prior orders of the Bankruptcy Court, to be paid upon final allowance by the Bankruptcy Court. Such funds shall not be considered property of the Debtor, Reorganized Exide, or the estate.
Sample 1
Holdback Escrow Account. On the Plan Effective Date, the Debtor or Reorganized Exide shall fund a holdback escrow account with cash equal to the aggregate holdback amount for all professionals, and such amounts shall be maintained in trust for the professionals with respect to whom fees have been held back pursuant to the prior orders of the Bankruptcy Court, to be paid upon final allowance by the Bankruptcy Court. Such funds shall not be considered property of the Debtor, Reorganized Exide, or the estate. Priority Tax Claims Except to the extent that a holder of an allowed priority tax claim and the Debtor agree to less favorable treatment to such holder, each holder of an allowed priority tax claim shall receive one of the following treatments on account of such Claim: (a) cash in an amount equal to the amount of such allowed priority tax claim, (b) cash in an amount agreed to by the Debtor (or Reorganized Exide) and such holder, provided, however, that such parties may further agree for the payment of such allowed priority tax claim to occur at a later date, or (c) at the sole option of the Debtor, cash in the aggregate amount of such allowed priority tax claim payable in installment payments over a period of not more than five (5) years after the Petition Date pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. Other Priority Claims The allowed other priority claims of the Debtor shall be unimpaired. Except to the extent that a holder of an allowed other priority claim and the Debtor agree to less favorable treatment to such holder, each holder of an allowed other priority claim shall be paid in full in cash on the later of the initial distribution date under the Plan, the date such other priority claim is allowed and the date such allowed other priority claim becomes due and payable, or as soon thereafter as is practicable; provided, however, that other priority claims that arise in the ordinary course of the Debtor’s business and which are not due and payable on or before the Plan Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof.
Sample 1

Related to Holdback Escrow Account

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Indemnity Escrow At Closing, cash constituting a portion of the Purchase Price in the amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any Disputed Amounts pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow plus all accrued interest thereon, minus any remaining Disputed Amounts.

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Escrow Accounts Subject to the terms of the related Deferred Servicing Agreement, Seller shall be entitled to withdraw funds from any Escrow Account related to a Deferred Servicing Agreement only for the purposes permitted in the applicable Servicing Agreement.

  • Deposits into Escrow Account The Concessionaire shall deposit or cause to be deposited the following inflows and receipts into the Escrow Account:

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

Time is Money Join Law Insider Premium to draft better contracts faster.