Special Escrow Fund Sample Clauses

Special Escrow Fund. If as of the Effective Time there has not been a settlement or closing agreement executed by Target and the IRS with respect to the Tax Claims or Target has not resolved such Tax Claims with no liability or ongoing obligation of Acquiror or the Surviving Company, as soon as practicable after the Effective Time, without any act of any stockholder of Target, a portion of the Stock Consideration consisting of 232,500 shares of Acquiror Common Stock that holders of vested Target Capital Stock are entitled to receive pursuant to Section 1.6(a) (such shares being the “Initial Special Escrow Shares” and, together with the New Shares, the “Special Escrow Shares”) and Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) of the Cash Consideration (the “Special Escrow Cash”) shall be deposited with the Escrow Agent, such deposit to constitute the “Special Escrow Fund” and to be governed by the terms set forth herein and in the Escrow Agreement. Each former Target stockholder’s proportionate interest in the Special Escrow Shares deposited into the Special Escrow Fund shall be based on such stockholder’s proportionate interest in the Stock Consideration payable pursuant to Section 1.6(a), and each former Target stockholder’s proportionate interest in the Special Escrow Cash deposited in the Special Escrow Fund shall be based on such stockholder’s proportionate interest in the Cash Consideration. The Special Escrow Shares deposited into the Special Escrow Fund shall be registered in the name of the Escrow Agent for so long as they constitute part of the Special Escrow Fund. The Special Escrow Fund shall remain in place until all Tax Claims have been finally resolved in accordance with Section 5.20. Upon any such final resolution, Acquiror shall be entitled to receive Special Escrow Cash and Special Escrow Shares from the Special Escrow Fund in an amount equal to any amounts paid or payable by Acquiror or the Surviving Company to the IRS or any other Governmental Entity or taxing authority with respect to the Tax Claims and Acquiror’s reasonable costs and expenses (including reasonable attorneys fees) actually incurred in connection with the Tax Claims. To the extent Special Escrow Cash or Special Escrow Shares remain in the Special Escrow Fund after all such payments to Acquiror, the Special Escrow Fund shall be promptly distributed pro rata among the former Target stockholders based on the proportionate interest of each such stockholder. Claims against the S...
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Special Escrow Fund. In order to accelerate the registration of the Special Escrow Shares, the Special Escrow Shares shall be registered in the name of the Seller, and deposited (with an executed assignment in blank) with Norwest Bank, N.A. as Escrow Agent, such deposit to constitute a special escrow fund (the "Special Escrow Fund") to be governed by the terms set forth herein and in the special escrow agreement to be signed by all parties thereto, attached hereto as Exhibit G (the "Special Escrow Agreement"). In the event of any conflict between the terms of this Agreement and the Special Escrow Agreement, the terms of the Special Escrow
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Special Escrow Fund. There is hereby established and created with the Agent a special and irrevocable trust fund designated the "Dominion Escrow Fund" (the "Escrow Fund") to be held in the custody of the Agent as a special escrow fund, separate and apart from all other funds of the Company or the Agent, solely for the benefit of the Holders. The Agent hereby acknowledges receipt of the Deposit which shall be deposited by the Agent in the Escrow Fund. All Deposits and Authorized Investments (as defined in Section 3(b) hereof) set aside and held in the Escrow Fund shall be applied to, and applied solely for, the repayment of the Obligations and as otherwise provided herein.
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Special Escrow Fund. 7 Term Page ---- ----
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Special Escrow Fund. From and after the Closing, the following terms shall apply to the Special Escrow Fund.
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Special Escrow Fund. “Special Escrow Fund” shall mean the escrow fund maintained by the escrow agent for the purposes of satisfying claims brought pursuant to Section 10.2(b) of the Agreement for the period of time and in accordance with the terms set forth in the Agreement and the Escrow Agreement.
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Special Escrow Fund. The Special Escrow Fund shall be available to compensate NAI and its Subsidiaries for any Losses ("SPECIAL LOSSES") that NAI and its Subsidiaries or any of their affiliates has incurred (or in the case of an extension of the Special Escrow Period pursuant to Section 7(c)(ii), reasonably anticipates incurring) by reason of the Special Tax Matters. "SPECIAL TAX MATTERS" means the Company's Intellectual Property license arrangements in place prior to the Closing Date and terminated on the Closing Date pursuant to Section 6(a)(viii) in connection with (i) both the royalty payments and the definitive transfer of said Intellectual Property; (ii) the Value Added Tax, if any, payable in connection with the Company's royalty payments; and (iii) any withholding taxes or other personal income taxes as well as any corporate tax impact thereof in connection with the amounts paid to the Company's employees including but not limited to those paid as out-of-pocket and travel expenses.
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Special Escrow Fund. The Special Escrow Fund shall be available to reimburse the Buyer and its Affiliates for any Adjustment Amount owed by the Seller Parties pursuant to Section 2.2(b); provided, however, that claims arising in connection with the Special Escrow Fund must be asserted by Buyer not later than the date which is ten (10) Business Days after the Final Determination Date. To the extent there is a deficiency in the Special Escrow Fund to cover any Adjustment Amount, amounts will be released to the Buyer from the Management Escrow Fund.
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Related to Special Escrow Fund

  • 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.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and 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.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • 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.

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Tax and Insurance Escrow Fund (a) If (and for so long as) a Trigger Event shall have occurred and shall not have been cured by a Trigger Event Cure, on each Payment Date during such period, Borrower shall pay to Lender (or Servicer, as directed by Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (i) and (ii) above hereinafter called the “Tax and Insurance Escrow Fund”). Lender shall apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgage Loan Agreement. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

  • Claims Upon Escrow Fund (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of Acquiror (an "Officer's Certificate"):

  • Escrow Account The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes:

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