Purpose of the Escrow Fund. Subject to the terms and conditions of this Deposit Escrow Agreement, the Escrow Agent shall hold the Escrow Fund to secure certain payment obligations pursuant to Section 2.05 of the Asset Purchase Agreement.
Purpose of the Escrow Fund. The Escrow Amount will be held by the Escrow Agent as a deposit made by the Buyer to be credited against the Purchase Price to the Borough pursuant to Section 2.4 of the Agreement.
Purpose of the Escrow Fund. The Escrow Fund shall be held by the Escrow Agent to provide a source of collateral for the liabilities of the Company under the CTOA.
Purpose of the Escrow Fund. 3.1 The purpose of the Escrow Fund is to deposit a designated portion of the Purchase Price to provide a source to fund any Chip Change Credit, any Purchase Price Deduct, and any indemnification obligation of Seller pursuant to Section 8.1 of the Purchase Agreement.
Purpose of the Escrow Fund. Subject to the terms and conditions of this Asserted Cure Costs Escrow Agreement, the Escrow Agent shall hold the Escrow Fund to secure certain payment obligations pursuant to Section 2.09 of the Asset Purchase Agreement.
Purpose of the Escrow Fund. The Escrow Agent shall hold the Escrow Amount as necessary to ensure the compliance by the Company with the various actions set forth on the capital requirements schedule attached as Schedule 7.12 to the Investment Agreement.
Purpose of the Escrow Fund. The purpose of the Escrow Fund is to provide a source for the payment to Parent of any adjustment(s) to the Merger Consideration pursuant to the provisions of Section 2.5(b) and Section 2.5(c) of the Merger Agreement and for the payment of any indemnification obligations of the Shareholders under Article 9 of the Merger Agreement.
Purpose of the Escrow Fund. The purpose of the Escrow Fund is to provide a source for the funding of the Lender’s obligations under the Loan Transaction.
Purpose of the Escrow Fund. The Escrowed Funds will be deposited with the Escrow Agent and will be held by the Escrow Agent to secure the obligations of Sakura and each of the Shareholders to make payments to the Buyer (i) in the event payment by Sakura and the Shareholders shall be required under Section 2.4(c)(iii) of the Asset Purchase Agreement and Sakura and the Shareholders shall have breached their obligation to make such 42 payment within ten days after the Special Purpose Statement is deemed final under the terms of the Asset Purchase Agreement (such event, a "Purchase Price Adjustment Breach"), and (ii) with respect to any indemnification obligations of Sakura and each of the Shareholders pursuant to Section 10.2 of the Asset Purchase Agreement.
Purpose of the Escrow Fund. The purpose of the Escrow Fund is (a) to provide funds for payment of liquidated damages, if any, which may become due under the Employment Agreements upon termination of a Shareholder's employment for Cause or a Shareholder's voluntary termination; and (b) to provide funds to offset any amounts which may become due from the Shareholders pursuant to their indemnification obligations under the Merger Agreement.
