Purpose of Escrow Account. The funds available from time to time in the Escrow Accounts (for each Escrow Account, the “Escrow Funds”) shall serve as collateral for the Purchaser (i) with respect to funds available in the Indemnity Escrow Account, with respect to any claim that the Purchaser may have against the Seller under or in connection with this Agreement, including any violations of Seller’s Covenants, Purchaser Claims for Breaches and adjustments of the Purchase Price following the Closing (each a “Secured Indemnity Claim”) and (ii) with respect to funds available in the Purchase Price Escrow Account with respect to any claim that the Purchaser may have against the Seller for adjustments of the Purchase Price following the Closing under Section 9.5 hereof (each a “Secured Purchase Price Adjustment Claim”), in each case as further set out in a certain escrow agreement which the Parties shall enter into with the Escrow Agent on or before the Closing Date substantially in line with the escrow mechanics pursuant to this Section 9.8 and in a form reasonably satisfactory to the Parties and the Escrow Agent (the “Escrow Agreement”). Interest accrued on the Escrow Accounts, if any, shall become part of the Escrow Funds. Any costs, expenses and fees of the Escrow Agent or of the respective bank shall be equally borne by the Seller and the Purchaser and invoiced directly.
Purpose of Escrow Account. The Company formerly owned a Twenty-Five Percent (25%) interest in 360 Communications of Danville Limited Partnership ("360"). The Sellers and the Company acknowledge that the IRS is currently conducting audits of the tax returns filed on behalf of 360 with respect to 360's 1993 and 1994 tax years. The subject of such audits is set forth in two 60 Day Letters from the IRS to the Company, each dated March 8, 1999 and identified by reference codes CP:E:ESS 03081999-0327 and CP:E:ESS 03081999-0330, respectively (collectively, with all attachments thereto, the "60 DAY LETTERS"), and in the June 3, 1999 Protest Letter to the IRS by 360's Tax Matters Partner (the "PROTEST LETTER")(the subject matter of such audits, as specifically set forth in the 60 Day Letters and/or the Protest Letter, is hereinafter referred to as the "360 AUDIT ISSUES"). The Company sold all of its interest in 360 in 1998. The Company and the Sellers acknowledge, however, that the 360 Audit Issues may result in the payment of taxes, penalties, fees, fines and/or other expenses (including legal fees) by the Company with respect to the tax years 1993, 1994, 1995, 1996, 1997 and 1998 (any and all such taxes, penalties, fees, fines and/or other expenses pertaining to or arising from the 360 Audit Issues are hereinafter referred to collectively as the "360 AUDIT PAYABLES"). The Sellers acknowledge that under the terms of Sections 11.1 and 11.2 hereof, they are liable for the 360 Audit Payables. However, due to the ongoing nature of the IRS audits, it is not possible at this time to determine with certainty the amount of the 360 Audit Payables. Further, the Purchaser does not desire to have to seek such indemnification and the Sellers do not desire to be in a position of having to seek payment from one another to cover indemnity obligations at such time as the amount of the 360 Audit Payables becomes known. Therefore, the Sellers and the Purchaser have agreed that a reasonable estimate of the 360 Audit Payables is $300,000, and have agreed to establish the Esrow Account and set aside the Escrow Funds for the payment of the 360 Audit Payables at such time as the IRS audits are resolved.
Purpose of Escrow Account. The purpose of the this Agreement is to assure the performance of Acquisition under the Stock Purchase Agreement.
Purpose of Escrow Account. The sole purpose of the Escrow Account is to provide a fund against which Young may assert claims for indemnification under Article VIII of the Purchase Agreement for (i) a breach by Seller of Seller's representations and warranties regarding certain environmental matters contained in Section 3.22 of the Purchase Agreement, and (ii) any Losses (as such term is defined in the Purchase Agreement) which arise out of the matters discussed in the letter from the Environmental Protection Agency to Denticator dated January 11, 1996. Young shall not be permitted to make claims against the Escrow Account for any other matters.
