Post-Closing Escrow Clause Samples
The Post-Closing Escrow clause establishes an arrangement where a portion of the transaction funds is held in escrow after the closing of a deal. Typically, this escrowed amount is set aside to cover potential claims, adjustments, or unresolved obligations that may arise post-closing, such as indemnification for breaches of representations or warranties. By holding funds in escrow, the clause provides a mechanism to resolve outstanding issues efficiently and ensures that both parties have recourse if post-closing liabilities are discovered, thereby reducing risk and fostering trust in the transaction.
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Post-Closing Escrow. (a) At Closing, Buyer shall deposit the Escrow Amount with the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement.
(b) The Escrow Amount will be utilized solely to satisfy any indemnification obligations of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shall, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims (the “Escrow Term”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement.
(c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6.
(d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does ex...
Post-Closing Escrow. At Closing, the Escrow Agent shall hold back $200,000.00 of the Purchase Price proceeds to be placed in escrow for a period of three hundred sixty-five (365) days after the Closing pursuant to a mutually agreeable escrow agreement, which funds shall be used to satisfy surviving post-Closing obligations of Seller under this Agreement and/or any documents executed by Seller and delivered to Buyer at Closing.
Post-Closing Escrow. At the Closing when the Acquirer pays off the Project Loan, the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $17,500,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until "Project Close-Out" (as defined below) occurs As used herein, the term "Project Close-Out" shall mean the point in time when all of the following have occurred (collectively, the "Project Close-Out"): (a) all of the conditions have been satisfied in order for "Placement in Service" to occur under Section 5.2.2 of the Development Agreement dated as of December 23, 2002 (the "Development Agreement") between the Company and Armada/▇▇▇▇▇▇▇ Development Company, L.L.C. (the "Developer"), and (b) any and all disputes with the Developer, the General Contractor (as defined in the Development Agreement), and all other contractors and subcontractor relating to the construction and development of the Project have been settled and final payments of the "Development Fee" and all other costs and expenses shown on the current "Approved Budget" (as those terms are defined in the Development Agreement) have been paid (including any retainage amounts). The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds (upon complying with the Project Loan draw procedures set forth in the Development Agreement) in order to pay actual development costs and expenses incurred which are shown on the current Approved Budget but which were not paid or payable prior to Closing. Once Project Close-Out has occurred, if the total costs and expenses that were incurred in order for Project Close-Out to occur is less than the total costs and expense shown on the current Approved Budget (such difference being hereinafter referred to as the "Cost Savings"), then the Acquirer agrees to cause the Company to pay to the Contributor from the Escrow 50% of the Cost Savings within thirty (30) business days after Project Close-Out occurs. If the amount available in the Escrow for distribution to the Contributor is insufficient to pay the Contributor 50% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (in the form of Units provided the Contributor continues to be an accredited investor at such time, or in cash if the Contributor is not an accredited investor at such time) within thirty (30) business days after Pr...
Post-Closing Escrow. In addition, during the period commencing on the Closing Date and ending on the one year anniversary of the Closing Date (or, in the event that any claim, action or suit is then pending by Buyer against Seller for a breach of a then-surviving representation, warranty or post-Closing covenant or indemnity of Seller (a “Post-Closing Claim”), until the final, non-appealable resolution of such Post-Closing Claim) (the “Holdback Period”), Existing Owner shall maintain funds (the “Post-Closing Escrow Funds”) in the amount of Two Million Dollars ($2,000,000) in the Holdback Escrow in accordance with the Holdback Escrow Agreement. The Post-Closing Escrow Funds shall be disbursed for amounts due to Buyer and/or its assignees from Existing Owner and/or the Other Existing Owners pursuant to this Agreement and/or the Other Property Purchase Agreements. The Parties acknowledge and agree that the amount of the Post-Closing Escrow Funds is an aggregate amount to be for the benefit of Buyer and its assignees in accordance with both this Agreement and the Other Property Purchase Agreements. In addition to the Holdback Escrow, Guarantor has agreed to provide the Purchase Agreement Guaranty. The execution and delivery to Buyer of the Purchase Agreement Guaranty shall not be deemed to limit any rights of Buyer under the Holdback Escrow Agreement and the execution and delivery to Buyer of the Holdback Escrow Agreement shall not be deemed to limit any rights of Buyer under the Guaranty; provided, however, that so long as the same does not prejudice or limit any rights of Buyer in connection with its rights under the Guaranty, Buyer agrees to pursue any Post-Closing Claim under the Holdback Escrow Agreement prior to pursuing such Post-Closing Claim against Guarantor. The provisions of this Section 7.3 shall survive the Closing for the Holdback Period. Any breach of a representation or warranty that occurs prior to Closing of which Buyer had actual knowledge shall be solely governed by Section 13.1.
Post-Closing Escrow. As security for Seller’s obligations, if any, during the Claim Period, at the Closing Seller shall either (i) deposit in an account designated by the Escrow Agent an amount equal to the Damage Cap in immediately available funds, or (ii) deliver to the Escrow Agent a letter of credit in a form reasonably acceptable to Purchaser in the stated amount of the Damage Cap (such funds, together with any interest earned thereon, net of investment costs, or such Letter of Credit, the “Post-Closing Escrow Funds”). Such Post-Closing Escrow Funds shall be held by Escrow Agent pursuant to the Escrow Instructions in the form attached hereto as Schedule 10.5 (the “Post-Closing Escrow Agreement”) until the expiration of the Claim Period (unless, prior to the expiration of the Claim Period, a claim for such Post-Closing Escrow Funds is made by Purchaser, in which event the Post-Closing Escrow Funds shall continue to be held in accordance with the terms of the Post-Closing Escrow Agreement) and disbursed in accordance with the terms of such Post-Closing Escrow Agreement.
Post-Closing Escrow. The Shareholders expressly agree that, at the Closing, the sum of One Million Dollars ($1,000,000) shall be retained out of the Purchase Price paid to the Shareholders and such $1,000,000 shall be deposited in an escrow account to be maintained pursuant to the Post-Closing Escrow Agreement. The funds in the escrow account shall be used solely for the satisfaction of the liabilities of the Shareholders as specified under Article VII of this Agreement.
Post-Closing Escrow. On the Closing Date, Sellers shall deposit an amount of cash equal to the amount of trade payables of the e^deltacom Business outstanding as of the Closing Date with the Post-Closing Escrow Agent for the sole purpose of satisfying any amounts payable by Sellers pursuant to Section 7.2(d). Such amount shall be held by the Post-Closing Escrow Agent for a period of ninety (90) days after the Closing in accordance with the terms and conditions of the Post-Closing Escrow Agreement.
Post-Closing Escrow. In the event that the Acquirer elects to pay off the Project Loan prior to Project Close-Out (as defined below), then the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $27,750,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until Project Close-Out occurs. The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds in accordance with the draw procedures set forth in the Hotel Development Agreement to pay actual Development Expenses incurred which are shown on the Development Budget but which were not paid or payable prior to Closing. If the Escrow is established as provided above, then the portion of the Cost Savings described in subparagraph 1.2(a)(ii) above shall not be paid to the Contributor at Closing, but rather upon the occurrence of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer within five (5) business days after Project Close-Out. If the amount distributed to the Contributor from the Escrow is insufficient to pay the Contributor 20% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (either in cash or, at the Contributor's option, in Units provided the Contributor continues to be an accredited investor at such time) within five (5) business days after Project Close-Out occurs.
Post-Closing Escrow. At Closing, a portion of the Purchase Price equal to Eighty-Five Million Dollars ($85,000,000) less the Performance Deposit (the “Closing Escrow Amount”) will be delivered by Buyer to the Escrow Agent to serve along with the Performance Deposit as security in support of the indemnification obligations of Seller pursuant to Section 8.4. For purposes of this Agreement and the Escrow Agreement, the “Holdback Amount” shall equal the Closing Escrow Amount delivered by Buyer to the Escrow Agent at Closing plus the Performance Deposit. The Holdback Amount, together with the interest earned thereon from and after the Closing Date, is referred to herein as the “Escrow Fund.” The Escrow Fund shall be held in the Escrow Account and released in accordance with the provisions of this Section 2.4 and the Escrow Agreement. From time to time after Closing, the Escrow Agent shall be jointly instructed in writing by Seller and Buyer to release all or portions of then-remaining Escrow Fund to Buyer or to Seller, in each case, as provided below in this Section 2.4.
Post-Closing Escrow. Notwithstanding the provisions of the Second Amendment, the parties have agreed that they will not have a Post-Closing Escrow held by Escrow Agent. The provisions of the Second Amendment related to the Post-Closing Escrow are hereby deemed to be of no further force or effect.